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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

August
31, 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.

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    June 30, 2023

    File
    No. 333-272402

Ladies
and Gentlemen:

On
behalf of AIRO Group, Inc. (the “Company”), we are hereby responding to the letter dated August 16, 2023 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on
June 30, 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. 2 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.

Amendment
No. 1 to Registration Statement on Form S-4 filed June 30, 2023

Unaudited
Pro Forma Condensed Combined Financial Information

Earnout
Shares, page 126

1. We
                                            have reviewed your response to prior comment 5 and have the following comments:

 ● We
                                            note that you reflected the entire earnout liability offset as a reduction to additional
                                            paid-in capital within your pro forma financial statements. Please tell us in sufficient
                                            detail how you determined the earnout payable to your sponsor should be reflected as a reduction
                                            to additional paid-in-capital, similar to the accounting for the sponsor earnout, and not
                                            as an expense or some other line item. In doing so, explain how you determined that the substance
                                            of the potential sponsor payments do not represent compensation for services provided.

 ● Tell
                                            us and more fully address in your disclosure the significant factors, assumptions, and methodologies
                                            you used to determine the $254.1 million fair value of the earnout liability, including how
                                            the probability of achieving the earnout thresholds factored into your valuation. In this
                                            regard, we note your disclosure on page 134 that “the principal assumptions of the
                                            evaluation were the discounting the amounts payable over the three-year period,” and
                                            we note that the $254.1 million represents over 85% of the maximum amount that you would
                                            be required to pay out under the AIRO stockholders earnout and the Sponsors earnout. To the
                                            extent your valuation methodology is based on discounting the maximum potential obligation
                                            that could be required to be paid out under the agreement, explain how you believe this is
                                            consistent with the guidance in ASC 820.

Response:
The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the Business Combination Agreement has been
amended to fix the number of shares that can be granted under the Earnouts based on the $10.00 “Per Share Price.” As such,
the Company has revised our presentation to reflect the potential of the share issuance to be an equity transaction. When considering
whether the earnouts represent liabilities under Accounting Standards Codification (“ASC”) 480-10-25-14, the Company noted that the shares and price are now fixed. The
earnout award alternatives represent fixed monetary amounts, which are predominantly based on meeting specific revenue and EBITDA thresholds,
that are settleable with a fixed number of shares based on the $10.00 Per Share Price as defined within the amended Business Combination Agreement.

The
unvested Earnout Shares represent a freestanding financial instrument because they are (a) legally detachable from the shares of the Company
that will be issued upon Merger, and (b) separately exercisable because their exercise conditions are separate. The issuance of the Earnout
Shares to the securityholders is not dependent on the securityholders’ employee or ex-employee status and, accordingly, these instruments
are not considered to be compensatory in nature and are not within the scope of ASC 718 Compensation – Stock Compensation.
Further, because the Earnout Shares are not considered mandatorily redeemable shares, do not embody an obligation to repurchase Company
shares nor are indexed to such obligation, and do not represent an obligation that might be settled by issuing a variable number of shares,
these instruments do not represent a liability under ASC 480 Distinguishing Liabilities from Equity.

The
Earnout Shares meet the definition of a derivative instrument (i.e. they contain an underlying, notional amount and payment provisions,
they require initial net investment that is smaller than would be required for other types of contracts that would be expected to have
a similar response to changes in market factors, and they contain net settlement provisions as they relate to publicly traded shares).
However, the Earnout Shares are considered to be indexed to the Company’s own stock because:

 (a) they
                                            are contingently exercisable exclusively on the basis of the Company’s own operations
                                            (i.e. revenue and EBITDA targets);

 (b) their
                                            settlement amount is equal to the fair value of a fixed number of the Company’s equity shares
                                            and any adjustments to the settlement amounts do not violate the “fixed-for-fixed”
                                            principle.

Since
the Earnout Shares are considered to be indexed to the Company’s own stock, and because other criteria of ASC 815 Derivatives
and Hedging for equity classification are met, these instruments are expected be classified as equity measured at fair value as
of the date of the Merger, with no subsequent remeasurement at each reporting date.

The
issuance of Earnout Shares to the equity holders of AIRO Group Holdings, Inc. are expected to be treated as dividend distributions
and recorded in additional paid-in capital.

Additionally,
as in no event will the Company be obligated to pay the holders any cash consideration, the earnouts are not liabilities in accordance
with ASC 480.

The Company further advises that we have revised our disclosure on pages 8-10, 18-19, 24, 82, 121,
126-127, 144, 232 to make the $10.00 per share and thus the number of shares being fixed clearer.

2.
Adjustments to Unaudited Pro Forma Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 128

    2.
    We
    note your response to prior comment 6 and reissue our comment. We 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) and (6).

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is in the process of converting
debt to equity with debt holders of contingent promissory notes and other contingent consideration. Definitive agreements have been
finalized and are pending execution with the various debt holders. The conversion terms have been incorporated into the pro forma
condensed combined financial statements on pages 118 through 135 of the Amended Registration Statement based on the final
agreement terms.

Additionally, the Company has revised its disclosure on page 134 to clarify adjustment (6) with respect to the
closing condition pursuant to the Business Combination Agreement that Kernel Group Holdings, Inc. provide $50 million in
unencumbered cash at the Closing of the Business Combination. The closing condition is waivable by AIRO Group Holdings,
Inc Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the
unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts
recorded may differ materially from the information presented. Significant assumptions include Kernel Group Holdings, Inc. obtaining $15.0
million of equity investments. The agreement terms have been finalized.

    3.
    We
    note your response to prior comment 8. Please clearly explain what you mean by the statement that the “per share value was
    determined by the Business Combination Agreement, pursuant to which ‘Per Share Price’ means...$10.00.” In doing
    so, clarify if the $10 represents the per share fair value of the extension shares to be issued and how you determined such fair
    value was appropriate. Also tell us and clarify your disclosures to indicate, if true, that the extension shares to be distributed
    represent common shares of the post-combination entity.

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. Additionally, the Company advises the Staff that the $10.00 per share price was
calculated by dividing the AIRO Merger Consideration of $770 million divided by 77 million shares. Since the issuance of the shares
occurs on the closing date the “Per Share Price” is determined to be fair value and be the same price for both
the target company and Sponsor. Further, in accordance with the Business Combination Agreement, any such deposits whether for an
Extension or working capital, will be payable upon the Closing in shares of new issue ParentCo common stock.

    4.
    Please
    note that we are still evaluating your response to prior comment 9, regarding the Meteora Backstop Agreement, and may have additional
    comments.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will provide responses to any additional
questions, should they arise.

AIRO
Group Holdings - Audited Financial Statements

2.
Put-Together Transaction, page F-93

    5.
    We
    note your response to prior comment 13. Citing authoritative accounting guidance, where applicable, please provide us with a comprehensive
    analysis that supports your accounting treatment for the contingent consideration issued in the acquisitions of AIRO Drone, LLC,
    Sky-Watch A/S, and Coastal Defense, Inc. In doing so, address your compliance with the guidance in ASC 805-30-25-5 and ASC 805-30-30-7
    which requires contingent consideration to be recognized at its acquisition-date fair value.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that as part of our comprehensive analysis
of purchase accounting, we assessed the acquisition date-fair value of the promissory notes in accordance with ASC 805-30-25-5 and
ASC 805-30-30-7, which was zero for each respective note issued to the various entities upon acquisition. We specifically considered
the fact that each promissory note represents a contingent obligation to transfer cash to the seller upon the occurrence of an initial
public offering (“IPO”) or business combination with a special purpose acquisition company (“SPAC”), and
because the sellers will not receive payment under the contingently payable promissory notes or have any right to other alternative
consideration if the IPO or SPAC transaction does not occur, the value was de minimis.

Interpretations of ASC 450-20-25-2 state that
in change of control transactions such as a SPAC transaction or an IPO (each, a “COC Transaction”) a contingent liability
is not considered probable until such COC Transaction is completed. In the case of an IPO, the completion criteria is considered to be
met when the IPO is effective. With other COC Transactions, a liability is not accrued until the business combination has occurred due
to the uncertainties involved in business combinations and the discrete nature of business combinations. Accordingly, management determined
that the fair value of the contingent consideration payable to AIRO Drone, LLC, Sky-Watch A/S and Coastal Defense, Inc. would not
have any material value until the IPO becomes effective or a business combination with a SPAC closed.

    6.
    We
    note your response to prior comment 14 and reissue our prior comment. Please provide us with a comprehensive analysis explaining
    how you determined the fair value of your common stock. Tell us and disclose in sufficient detail the significant factors, assumptions,
    and methodologies you used to determine the fair value. Additionally, please cite the specific accounting guidance you relied upon
    in determining that the fair value of the common stock should be based upon the future combined entity rather than the fair value
    of the common stock at the time the shares were issued as partial consideration in the acquisitions of Sky-Watch A/S, Jaunt Air Mobility
    LLC, and Coastal Defense, Inc.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that our valuation process was executed by an
independent third-party expert specializing in valuation services, in accordance with the American Institute of Certified Public Accountants
(“AICPA”) Statement on Standards for Valuation Services No. 1 (“SSVS”). The valuation method employed was the discounted cash flow (“DCF”)
approach. The DCF method involves forecasting future cash flows and terminal value, discounted to present value using a suitable rate.
In this case, the selected risk-free rate was 1.92%, aligned with the five-year Treasury Constant Maturity rate. The equity volatility
rate of 63.0% was determined from historical volatility of the selected public comparable group.

The
Valuation firm relied on detailed financial information, expert forecasts, and management’s insights to make reasonable cash flow projections
and assess associated risks. The valuation approach adheres to authoritative accounting guidance, particularly ASC 805, ensuring transparency
and consistency in financial reporting.

The
Company determined the overall valuation of the enterprise to be $732.8 million inclusive, which contemplated the contingent promissory
notes. The estimated fair value of the contingent promissory notes and other debt of $84.6 million was deducted from the determined enterp