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    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

     Andrew
                                            M.  Tucker

    T:
    202.689.2987

    Andy.Tucker@nelsonmullins.com

    101
    Constitution Avenue, NW

    Suite
    900

    Washington
    D.C., 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

 June 2,  2023

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Dale
    Welcome

    Andrew
    Blume

    Patrick
    Fullem

    Jay
    Ingram

    RE:
    AIRO
    Group, Inc.

    Draft
    Registration Statement on Form S-4

    Submitted
    April 6, 2023

    CIK
    No. 0001971544

Ladies
and Gentlemen:

On
behalf of AIRO Group, Inc. (the “Company”), we are hereby responding to the letter dated May 5, 2023 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Draft Registration Statement on Form S-4 submitted on April 6,
2023 (the “Draft Registration Statement”). In response to the Comment Letter and to update certain information in
the Registration Statement, the Company is submitting its Registration Statement on Form S-4 (the “Registration Statement”)
with the Commission today, which includes revisions made to the Draft Registration Statement in response to the Staff’s comments
as well as additional changes required to update the disclosure contained in the Draft Registration Statement. Please note that, in
addition to updates made to address the Staff’s comments, the financial presentations in the Registration Statement have been updated
to reflect information as of March 31, 2023. The numbered paragraphs below correspond to the numbered comments in the Comment Letter,
and the Staff’s comments are presented in bold italics.

Draft
Registration Statement on Form S-4 submitted April 6, 2023

General

    1.
    We
    note your disclosure on page 26. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
    even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 29
and 88 of the Registration Statement as requested.

    2.
    Please
    highlight the material risks to public warrant holders, including those arising from differences between private and public warrants.
    Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly
    explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants
    become eligible for redemption.

Response:
The Company acknowledges the Staff’s comment. In response, the Company has added risk factors addressing material risks to public
warrant holders on page 70 of the Registration Statement. In addition, the Company has explained the steps it would take to notify
all shareholders when the warrants are eligible for redemption on page 223, including all shareholders and beneficial owners.
The Company has added disclosure relating to recent trading prices on page 223. The Company has expanded the disclosure regarding
differences between public and private warrants in a risk factor on page 70 and on pages 224-225.

    3.
    Please
    disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and
    conversion of all securities.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 29
and 89 of the Registration Statement as requested.

    4.
    Please
    revise the conflicts of interest discussion so that it highlights all material interests in the transaction held by the sponsor and
    the company’s officers and directors. This could include fiduciary or contractual obligations to other entities as well as
    any interest in, or affiliation with, the target company. In addition, please clarify how the board considered those conflicts in
    negotiating and recommending the business combination.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 29,
30, 88 and 89 of the Registration Statement to provide additional disclosures relating to material interests in the transaction
held by the Sponsor and the Company’s officers and directors.

    5.
    We
    note your disclosure on page 56 that your governing documents waived the corporate opportunities doctrine. Please address this potential
    conflict of interest and whether it impacted your search for an acquisition target.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 30,
64-65, and 90 of the Registration Statement as requested. The Company further confirms for the Staff that the Company does
not believe that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially
affected the Company’s search for an acquisition target nor will they materially impact its ability to complete the proposed Business
Combination.

    6.
    We
    note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for
    this agreement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the 7,493,750 Class B ordinary shares with
respect to which redemption rights were waived are held by the Registrant’s Sponsor and Chief Executive Officer. No additional
consideration was provided by the Company in exchange for the waiver of these redemption rights.

    7.
    It
    appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise to disclose the effective underwriting
    fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that on May 18, 2023, Citigroup Global Markets Inc., the underwriter in the
Kernel IPO notified Kernel that it was waiving all of its rights to the deferred underwriting commission. Therefore, there is no underwriting
fee payable by the Company at any redemption level in connection with the Business Combination.

    8.
    We
    note that you have entered into a forward purchase agreement. Please revise to disclose all the material terms of the agreement.
    Also, revise to disclose the potential impact of the agreement on non-redeeming shareholders. Revise the risk factors section accordingly.
    File the agreement as an exhibit to this registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 11
and 86-87 of the Registration Statement to disclosure the material terms of the forward purchase agreement. Additionally,
the Company has filed the agreement as Exhibit 10.8 to the Registration Statement.

    9.
    We
    note your disclosure on page 37 regarding Russia’s invasion of Ukraine. Please revise your filing, as applicable, to provide
    more specific disclosure related to the direct or indirect impact that Russia’s invasion of Ukraine and the international response
    have had or may have on your business. For additional guidance, please see the Division of Corporation Finance’s Sample Letter
    to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the
    Staff in May 2022.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 43
of the Registration Statement to provide additional disclosure regarding the current and anticipated impact of the conflict in Ukraine
on the Company’s business.

    10.
    We
    note section 5.7(e) of the business combination agreement appears to indicate the financial projections of the target companies were
    delivered to you. If applicable, please revise to disclose the projections and all material assumptions underlying them and how your
    board considered them. Also revise to discuss when the projections were prepared, who prepared them and when they were provided during
    the course of negotiations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 99-100
of the Registration Statement as requested.

    11.
    We
    note section 9.3 of your warrant agreement contains an exclusive forum provision. Clarify whether the exclusive forum provision applies
    to actions arising under the Securities Act, and tell us how you will inform investors whether the provision applies to the Securities
    Act. Please revise to include appropriate risk factor disclosure.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 225
of the Registration Statement to discuss Section 9.3 of the Warrant Agreement to disclose the application of the provision to the
Securities Act claims, as requested. The Company has also added a risk factor on page 71 of the Registration Statement regarding
this provision.

    12.
    With
    a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
    Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by,
    or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact
    your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able
    to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
    entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that
    the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing
    an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the
    losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which
    would expire worthless.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s sponsor, VKSS Capital,
LLC, is not currently controlled by nor has substantial ties with non-U.S. person(s). Additionally, all officers and directors of the
Company are U.S. citizens and U.S. residents. The current owner of VKSS Capital, LLC, is the Chief Executive Officer of the Company,
and to the extent additional investors are brought in, we are informed they will all be U.S. citizens.

Questions
and Answers about the Proposals for Stockholders

What
happens if a substantial number of the Public Shareholders vote in favor..., page 17

    13.
    Revise
    your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders
    by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 19
of the Registration Statement to disclosure the potential impact of redemption on the per share value of the shares across
a range of redemption scenarios.

Selected
Historical Financial Information of AIRO, page 29

    14.
    It
    appears that the historical periods prior to the April 1, 2022 reverse recapitalization between AIRO Group Holdings (“AIRO”)
    and Aspen Avionics (“Aspen”) should reflect the historical financial information of Aspen, as AIRO’s predecessor.
    Please revise your presentation or tell us why you believe your current presentation is appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 33
of the Registration Statement.  The Company has revised its disclosures in the Registration Statement to include its December
31, 2022 audited consolidated financial statements and interim condensed consolidated financial statements for the quarter
ended March 31, 2023. The prior year comparative figures for the quarter ended March 31, 2022 reflect Aspen’s historical
financial information.

Risk
Factors

The
Sponsor or Kernel’s directors, executive officers or advisors…, page 53

  15.
  We note the disclosure on page 53 that the SPAC sponsor
and affiliates “may” purchase SPAC securities in the open market and vote the securities in favor of approval of the business
combination transaction. Please provide your analysis on how such potential purchases would comply with Rule 14e-5.

Response:
The Company acknowledges the Staff’s comment and makes reference to the Tender Offer Compliance and Disclosure Interpretation Question
166.01 (March 22, 2022) that sets forth parameters relating to purchases by a SPAC sponsor or its affiliates outside of the redemption
offer. In connection with the Staff’s comment, the Company has revised the disclosure on page 30 and the related risk factor
on a page 60.

The
Company agrees and confirms that any purchase of Kernel’s securities will comply with the conditions indicated in C&DI Question
166.01. In the revised disclosure on the above referenced pages, the Company discloses that any public shares purchased by Kernel’s
Sponsor or affiliates of Kernel will (i) be purchased at a price no higher than the price offered through the SPAC redemption process,
(ii) not be voted in favor of the business combination transaction and (iii) not have redemption rights, or such rights would be waived.

The
Company also respectfully informs the Staff that, in the event of such purchase, Kernel intends to file on a Form 8-K the requisite information
outlined in C&DI Question 166.01.

Interests
of Kernel’s Directors and Officers and Others in the Business Combination, page 75

    16.
    Please
    quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on
    completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses
    for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers
    and directors, if material.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 29-30
and 88 of the Registration Statement to disclose the interests that the Sponsor has at risk that depend on the completion
of a business combination, including loans between the Company and the Sponsor.

    17.
    Please
    expand your disclosure regarding the sponsor’s ownership interest in the target company. Disclose the approximate dollar value
    of the interest based on the transaction value and recent trading prices as compared to the price paid.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has