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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

November
13, 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 supplementing the Company’s response 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”). The Company previously
submitted a response to the Comment Letter on August 31, 2023, alongside Amendment No. 2 to the Registration Statement on Form S-4, and
the Company is now submitting this supplemental response to address comments 5 and 6 from the Comment Letter. 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

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,
and determined such value was zero for each respective note issued to the various entities upon acquisition.

At
the time of the first acquisition on February 25, 2022, each Merger Entity had a rescission right pursuant to which the Merger Entity
could rescind the transaction with AIRO Group Holdings if the public event had not occurred by August 31, 2022. This created a very tight
timeline. During the first quarter of 2022, AIRO Group Holdings management was told by its advisors that the window for IPOs was currently
closed and would remain closed for the foreseeable future. The first two acquisitions closed on February 25, 2022. After February 25,
2022, there were four additional acquisitions that needed to be completed prior to AIRO Group Holdings going public. Each of those transactions
had unique features that were not certain and could have delayed the respective closing. These included regulatory approval by a foreign
governmental agency which was one of the first of its kind under newly adopted Danish regulations (Sky-Watch A/S), assessment of transferability
of government contracts that included security clearance restrictions (Coastal Defense, Inc.), complicated capitalization table (Aspen
Avionics, Inc.) and shareholder approvals (all). Further, after these acquisitions were completed, the market needed to be primed for
an IPO prior to August 31, 2022. These are the factors that were assessed by AIRO Group Holdings management at the time of the acquisitions.
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.

While
there is no specific guidance in ASC 805-30 that speaks to determining the fair value of contingent consideration that is contingent
on a change in control as part of a business combination, management determined it appropriate to consider other accounting guidance
on change of control transactions. While ASC 450-10-15-2a excludes purchase accounting ASC 805, 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.

The
Company further considered FASB 141(R), which has been superseded with ASC 805, Basis for Conclusion paragraph B349 which states “…an
effective estimate of zero for the acquisition-date fair value of contingent consideration…was unreliable.” Pursuant to
such guidance, one would look to the probability of each dependency occurring that is required for the contingency to be achieved. Management
considered market risks (10% probability of success), risks related to acquisition of all remaining Merger Entities (60% probability),
and time, cost and uncertainties associated with a going public transaction (20% probability), including the need for audited financial
statements, as of the effective time of the first acquisitions, AIRO Drone and Agile Defense. Upon assessment of each of those categories,
management estimates the combined probability of all steps occurring to take the combined company public by August 31, 2022, as of February
25, 2022, to be approximately 1.2%. This means that the acquisition-date fair value would be 1.2% of $27.4 million, or $0.3 million.
As of the time of the last acquisition, Coastal Defense, on April 28, 2022, this probability would have increased to approximately 2%
since all other acquisitions had been completed. The resulting fair value of the contingent consideration using either 1.2% or 2% would
be de minimis. If as of February 25, 2022, management were to assess the likelihood of a successful public event occurring by a date
beyond August 31, 2022, such an assessment would need to include an additional probability of each respective Acquired Company extending
or waiving their rescission right.

    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, 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 enterprise
value to arrive at the $648.2 million equity value from which the share price of $22.95 used in the merger equity exchanges was determined.

The
determination to establish fair value based on the combined entity rather than establishing fair value at the time of each individual
acquisition was based on the substance of the Put-Together Transaction, guidance derived from ASC 805-10-55-3, as well as an interpretation
of ASC 810-10-40-6 (Deconsolidation of a Subsidiary or Derecognition of a Group of Assets) with respect to the guidance on if multiple
arrangements should be accounted for as a single transaction. While ASC 805 guidance focused primarily on determining who the accounting
acquirer was in a put together transaction, the interpretation of ASC 810-10-10-40-6 stated that the following factors may be considered
to determine whether multiple transactions should be accounted for as a single transaction: they are entered into at the same time or
in contemplation of one another; they form a single transaction designed to achieve an overall commercial effect; the occurrence of one
arrangement depends on the occurrence of at least one other arrangement; one arrangement considered on its own is not economically justified,
but they are economically justified when considered together. If an enterprise determines that each transaction should be accounted for
separately, assets acquired and liabilities assumed would be evaluated and accounted for separately under applicable US GAAP. Alternatively,
if an enterprise determines that multiple transactions should be accounted for as a single transaction, those transactions would be evaluated
and accounted on a combined basis under applicable US GAAP.

The
Acquired Companies worked together over an extended period of time in the process of coming to a written agreement with each individual
Acquired Company as well as agreement on the overall terms of the Put-Together arrangement and organization. As part of the execution
of their definitive acquisition agreements on October 6, 2021, the Acquired Companies agreed to their relative ownership in the combined
company, inclusive of all of the six acquisitions, which is illustrated by the inclusion of such pro forma cap table as Annex E in each
of the individual acquisition agreements. The maintenance of each Acquired Company seller’s relative ownership in the combined
company was a fundamental part to each transaction. This Annex E hard-wired the number of shares each Acquired Company seller would receive,
regardless of what order the parties’ individual transactions closed. Additionally, a combined approach is also supported by the
short proximity (approximately 2 months) during which all of the Merger Entities were acquired and the reverse recapitalization was completed.
In an ideal world all Acquired Company transactions would have closed on the same day, but that is not the reality of a complex, Put-Together
transaction like this one. The individual transactions closed in the order that their closing conditions were fulfilled. All individual
transactions included closing conditions that were controlled by third parties (for example, governmental approvals, contract assignment
determinations, shareholder consents, pre-closing recapitalization). The common stock issued in the acquisitions of Jaunt, Sky-Watch
and CDI were determined to have the same fair value per share based on the overall transaction design, value, and the relative proximity
of dates in the closings of the mergers. Each acquisition agreement included a rescission right pursuant to which the Acquired Company
could elect to rescind its transaction with AIRO Group Holdings in the event that AIRO Group Holdings had not completed an IPO or SPAC
merger by a specified date. This date was December 31, 2021 and was subsequently extended to August 31, 2022. In the event that one or
more of the acquisitions did not occur, AIRO Group Holdings would not have gone public and each Acquired Company whose transaction had
previously closed would have had the option to exercise its rescission right.

Establishing
a fair value for the combined entity also aligned with ASC 805-20-30-6 which requires an acquirer to value an asset based on the asset’s
highest and best use by market-participants, irrespective of whether the acquirer intends to use the asset in the same manner. This position
is further supported by valuation implementation guidance of assets as a group detailed in ASC 820-10-55-1 through 55-3.

*****

If
you have any additional questions regarding any of our responses, please do not hesitate to contact me at (202) 689-2987.

    Very
    truly yours,

    /s/
    Andrew M. Tucker

    Andrew
    M. Tucker