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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
30, 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.

    Registration
    Statement on Form S-4

    Filed
    June 2, 2023

    File
    No. 333-272402

Ladies
and Gentlemen:

On
behalf of AIRO Group, Inc. (the “Company”), we are hereby responding to the letter dated June 26, 2023 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Registration Statement on Form S-4 filed on June 2, 2023 (the
“Registration Statement”). In response to the Comment Letter and to update certain information in the Registration
Statement, the Company is submitting its Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration
Statement”) with the Commission today, which includes revisions made to the Registration Statement in response to the Staff’s
comments as well as additional changes required to update the disclosure contained in the Registration Statement. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Registration
Statement on Form S-4 filed June 2, 2023

Backstop
Agreements, page 26

    1.
    We
    note your response to prior comment 8. Please quantify the maximum potential impact on available working capital based on the maximum
    payout under the Meteora Backstop Agreement.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 74 of
the Amended Registration Statement as requested to quantify that the maximum potential impact on available working capital based on
the maximum payout under the forward purchase agreement is $79 million which is further detailed within Note 1 to the Unaudited Pro
Forma Condensed Combined Financial Information.

Risk
Factors

Even
if this offering is successful, we will require substantial additional capital..., page 40

    2.
    Please
    revise your disclosure to clarify how long you expect your current capital to last if you are faced with the maximum redemptions
    and the purchase of shares by Meteora under the Backstop Agreement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 40 of
the Amended Registration Statement as requested to reflect that the current capital of Company in the maximum redemption with backstop
scenario would last less than one year, in the event that no funds are accessed through the Meteora Backstop Agreement in the first
year.

Timeline
of the Business Combination, page 92

    3.
    We
    note your response to prior comment 18 and 19. Please clarify the basis for the initial $600 million valuation and explain the quantitative
    factors regarding why the valuation increased from what was initially offered. Also, discuss in greater detail the discounted cash
    flow analysis mentioned on page 93.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 93
of the Amended Registration Statement as requested.

Projected
Financial Information, page 99

    4.
    We
    note your response to prior comment 10. Please revise to disclose all of the material assumptions underlying the projections. Also,
    disclose whether the projections are in line with historic operating trends and, if not, address why the change in trends is appropriate
    or assumptions are reasonable.

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

Unaudited
Pro Forma Condensed Combined Financial Information

Earnout
Shares, page 127

    5.
    We
    note your response to prior comment 23. Based on your disclosure of scenarios (i) through (vi) on pages 127-128, it appears that
    the earnout award alternatives represent fixed monetary amounts, which are predominantly based on meeting specific revenue and EBITDA
    thresholds, that are settleable with a variable number of shares based on specific share-value dollar amounts (e.g. shares with a
    value equal to $66 million at the time the target is met). Please tell us in sufficient detail how you determined the earnout shares
    do not represent liabilities under ASC 480-10-25-14(b).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that when considering whether the earnouts
represent liabilities under ASC 480-10-25-14, while the value of the share-value is fixed, the shares are variable based on when the
target is met. The accounting for the Earnout Shares was evaluated under Accounting Standards Codification Topic 480, Distinguishing
Liabilities from Equity, Derivatives and Hedging – Contracts in Entity’s Own Equity, to determine if the Earnout
Shares should be classified as a liability or within equity. As part of that preliminary analysis, it was determined that the
Earnout Shares subject to vesting do not meet the criteria in ASC 815-40 to be considered indexed to the Combined Company Common
Stock. As result, the Earnout Shares will be classified as a liability. The Company further advises the Staff that we have
revised our disclosure on pages 123 through 135 to reflect the earnouts as a liability.

2.
Adjustments to Unaudited Pro Forma Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 129

    6.
    We
    note your responses to prior comments 24 and 25 and remind you that your pro forma adjustments should reflect transactions that have
    occurred or for which you have agreements in place. To the extent that you do not have formal agreements in place related to certain
    transactions, please remove the applicable pro forma effects from adjustments (5), (6), and (8).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that we have removed the $25.0 million financing
proceeds from the Company’s expected bridge financing because there are no agreements in place. The Company is in
the process of converting debt to equity with debt holders of contingent promissory notes and other contingent consideration. The conversion
proposals have been finalized and definitive agreements are forthcoming. The conversion terms have been incorporated into the pro forma
condensed combined financial statements on pages 123 through 135 of the Amended Registration Statement based on the final proposal
terms. The Company will supplement such presentation in a future submission following receipt of signature on the final conversion agreements.

The
Company further respectfully advises the Staff that it is a closing condition of the Business Combination Agreement that Kernel deliver
$50 million in unencumbered cash at closing. While there are no signed agreements in place, the parties are pursuing avenues to raise
capital. If Kernel cannot raise $50 million, the Business Combination will not close unless AIRO agrees to waive the unencumbered cash
closing condition. Thus, the Company respectfully advises the Staff that it has not revised its presentation to remove the pro forma
effect of such adjustment, as in the event there are no such adjustments, the transaction will not close. If AIRO were to waive the
unencumbered cash closing condition, the pro forma information will be revised to remove this adjustment.

    7.
    Please
    expand pro forma adjustment (5), disclosed on page 133, to clearly reconcile each component of the adjustment to the face of your
    pro forma balance sheet.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in Note 5
to the Unaudited Pro Forma Condensed Combined Financial Information on pages 123 through 135 of the Amended Registration Statement
as requested.

    8.
    We
    note your response to prior comment 26. Please tell us in sufficient detail and revise your disclosures to explain how you determined
    the $10.00 per share value of ParentCo common stock used in the settlement of your extension loans.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 134
of the Amended Registration Statement as requested.

    9.
    We
                                            note your response to prior comment 27. Please address the following comments related to
                                            the Meteora Backstop Agreement:

    ●
    On
    pages 27 and 130, you state that “the maximum value of the agreement liability at settlement date under conditions of the contract
    as if they occurred at the reporting date is a liability of $19.3 million (i.e. 7,700,000 shares unsold at the reporting date x $2.50).”
    Please reconcile this statement with your disclosure on pages 11 and 87 that states that “at maturity, an amount equal to $2.50
    per share that remains in the transaction, but no more than $2,500,000 in the aggregate, will be payable to Meteora in shares.”
    As part of your response, please tell us the maximum amount in shares and/or cash you will be required to repay Meteora and revise
    your disclosure accordingly to clarify this provision in the agreement. Additionally, please tell us if, and if so, how the $2.50
    per share payable to Meteora in shares, at the maturity date, is factored into your valuation of the forward purchase agreement.

    Response:
    The Company respectfully acknowledges the Staff’s comment and advises the Staff that that it has revised the disclosure
    on pages 11, 27, 87, and 129 of the Amended Registration Statement as requested.

    With
    regard to the valuation of the Forward Purchase
    Agreement, the “Maturity Consideration” is part of the third-party valuation but does not factor into the computation
    unless the valuation of the outstanding shares are less than the “Maturity Consideration”. At that time, the presentation
    would be as a liability.

    ●
    We
    note that you intend to initially record the transaction as a forward purchase receivable that is classified as a non-current asset.
    We also note your disclosure on page 131 that you made a cash payment to Meteora as a prepayment for their purchase of your shares
    prior to closing and the journal entries provided as part of your response also characterize the prepayment as a cash payment to
    Meteora. However, per review of exhibit 10.8 (Forward Purchase Agreement, dated February 28, 2023), the prepayment cash was placed
    into escrow until the valuation date. Please tell us how you determined that this prepayment should be reflected as a receivable
    and clarify your disclosures as appropriate.

    Response:
    The Company respectfully acknowledges the Staff’s comment and advises the Staff that that it has revised the disclosure on
    page 131 of the Amended Registration Statement as requested.

    The
                                            Company further advises the Staff that no cash payment will be made to Meteora prior
                                            to the closing of the Business Combination. The cash payment amount to be made to Meteora
                                            is determined by the number of shares purchased by Meteora prior to the Business Combination.
                                            After the business combination, the cash payment amount is paid directly by the Trust
                                            Account to an escrow account (at Meteora’s discretion) for the benefit of Meteora to
                                            be able to purchase the shares from the shareholders that intend to redeem at the closing
                                            of the transaction.  The cash payment
                                            amount is not being valued – the probability of the number of shares being sold prior
                                            to the termination of the contract is the Binomial Option Pricing Model which is treated
                                            as a receivable, because there is an expectation of money being paid to the Company as shares
                                            are sold in the open market by Meteora.

    ●
    Given
                                            that the forward purchase agreement will be prepaid, please tell us in sufficient detail
                                            how you determined that this transaction should be accounted for under ASC 480. Additionally,
                                            since you did not address this comment in your last response, please tell us what consideration
                                            you gave to accounting for the agreement as a hybrid financial instrument consisting of a
                                            loan and an embedded forward purchase contract, with the contract possibly requiring bifurcation
                                            as an embedded derivative under ASC 815. In this regard, we note that on the maturity date,
                                            Meteora may require that you repurchase all of the shares held by Meteora and Meteora will
                                            be entitled to an additional $2.50 per share purchased with such amount being payable in
                                            shares of your common stock. Please tell us how this future obligation has been considered
                                            in your analysis.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that that it considered the following factors in its determination that this transaction should be accounted for under ASC 480.

    Discussion
                                            and Analysis

    Identifying
    the Unit of Account(s)

    The
    Company evaluated the Forward Purchase Agreement under ASC 480-10 to determine whether it represents an obligation that would require
    the Company to classify the instrument as a liability at its fair value. ASC 480, however, only applies to freestanding equity-linked
    financial instruments, including those that comprise more than one option or forward contract. ASC 480-10-20 states that for a financial
    instrument to be considered “freestanding,” the instrument must meet either of the following conditions:

    1.
    It is entered into separately and apart from any of the entity’s other financial instruments or equity transactions;

    2.
    It is entered into in conjunction with some other transaction and is legally detachable and separately exercisable.

    The
    rights, obligations or instruments can be separated, including consideration of any transferability provisions or restrictions in
    the legal documents constituting the transaction. Unit structures may include a combination of (1) a debt or equity security and
    (2) an equity (e.g., warrant) contract to purchase the issuer’s common stock. In the cas