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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
27, 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. 2 to Registration Statement on Form S-4

    Filed
    August 31, 2023

    File
    No. 333-272402

Ladies
and Gentlemen:

On
behalf of AIRO Group, Inc. (the “Company”), we are hereby responding to the letter dated November 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. 2 to Registration Statement on Form S-4 filed on
August 31, 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. 3 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. 2 to Registration Statement on Form S-4 filed August 31, 2023

Unaudited
Pro Forma Condensed Combined Financial Information

Unaudited
Pro Forma Condensed Combined Balance Sheet, page 122

    1.
    We
    note your presentation of a pro forma negative cash balance on the pro forma balance sheet. With reference to applicable U.S. GAAP,
    please tell us why you believe it is appropriate to present a pro forma negative cash balance, as opposed to a liability or other
    presentation.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised its presentation on
the pro forma balance sheet on pages 119 and 128 of the Amended Registration Statement. The negative cash positions in Scenarios
2 and 3 were adjusted to be reflected in Accounts Payable Adjusting Journal Entry 8. This accurately represents the amounts due as
a result of indebtedness or services provided that are due at the closing of the transaction.

Earnout
Shares, page 126

    2.
    We
    note your response to prior comment 1 and have the following comments:

    ●
    Although
                                            we understand that “the issuance of the Earnout Shares to the securityholders is not
                                            dependent on the securityholders’ employee or ex-employee status,” please explain
                                            how you determined that the substance of the potential sponsor payments does not represent
                                            compensation for services provided in their capacity as sponsors.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that prior to closing, the Sponsor is obtaining
funding from third parties through working capital loans, which in turn are being advanced to Kernel. To the extent any such third
party has as one of its investors an individual who is also an employee of Kernel or the Sponsor, such person is not a
control person with respect to the third party. If the Sponsor receives any Earnout Shares, those shares will be allocated to
the owners of the Sponsor in accordance with their ownership interests and not based on whether an owner of the Sponsor is also
an employee (of Sponsor or Kernel). The Sponsor is eligible to be issued Earnout Shares, pursuant to the specific deal terms
negotiated with the Company as set forth in the Business Combination Agreement, as consideration for providing capital to Kernel
and not for any services rendered, and as a result, it was concluded that the payments do not represent compensation for services. Furthermore,
if the transaction does not close, the Sponsor will not be entitled to any Earnout Shares, as the Earnout Shares do not carry over in
any way to another potential transaction with a different target company.

    ●
    Explain
                                            in more detail how the earn-out provision is earned. For example, assume in the first twelve-month
                                            period that ParentCo’s revenue exceeded $358.9 million. Tell us whether the holder
                                            would also receive the 6.6 million shares for each of the two lower revenue triggers (that
                                            is, where revenue is greater than or equal to $42.6 million, and where revenue is greater
                                            than or equal to $141.4 million for the first time during the Earnout Eligibility Period),
                                            in addition to the 6.6 million shares for ParentCo’s revenues exceeding $358.9 million
                                            for this period. If so, tell us how you determined the settlement provisions permit equity
                                            classification under ASC 815-40-15-7D through -7F.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that eligibility for the award of Earnout Shares
will be assessed on a monthly basis following closing of the Business Combination. Pursuant to Section 2.14(a) of the Business
Combination Agreement, as amended, Earnout Share awards are earned once the earnout target is achieved “for the first time
during the Earnout Eligibility Period.” Pursuant to Section 2.14(b) of the Business Combination Agreement, ParentCo revenue
and EBITDA will be monitored on a monthly basis during the Earnout Eligibility Period. No later than 10 business days following the
end of each month, ParentCo’s CFO shall provide to each Representative Party an Earnout Statement as set forth in Section
2.14(b) of the Business Combination Agreement. If such statements are not contested within 20 business days, then the applicable
Earnout Shares will be delivered within 10 business days thereafter. In other words, in the event all parties agree with the
material set forth in the Earnout Statement, the Earnout Shares will be issued no later than 40 business days following the end of
the month in which the applicable target is achieved.

 The
Company determined that terms of the settlement agreement had multiple provisions that should be evaluated under ASC 815-40-15-7D through
15-7F. Under 15-7D, the Company determined that a $10 reference price was used in the calculation of the settlement amounts as part of
the earnout consideration, resulting in the settlement of a fixed number of shares. The Company concluded that the $10 reference price
provided a fixed number of shares to be settled in the Company’s common stock and represented a “fixed-for-fixed
forward” contract. Thus, under ASC 815-40-15-7D, the instrument would still be considered to be indexed to the Company’s
own stock “…if the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed
forward or option on equity shares.” The Company evaluated the terms and conditions of the earnout consideration to document the
inputs that would be utilized as inputs in the calculation of a fixed-for-fixed fair valuation exercise. The Company concluded that the
settlement of these Earnout Shares is subject to meeting each of the revenue or EBITDA targets and if met would result in the issuance
of a fixed number of shares.

 Further,
the Company considered if the contingent arrangement related to revenue and EBITDA contained one or multiple units of account. Specifically,
for the revenue targets the Company considered if the three revenue earnouts for $42.6 million, $141.4 million and $358.9 million are
three separate units of account. The Company considered Deloitte’s Roadmap: Contracts on an Entity’s Own Equity (March 2023),
which noted a similar example by which an acquirer is required to deliver 10,000 of its equity shares if the entity has at least $100
million in the first year after the acquisition (otherwise, no shares will be delivered) and a second earnout of 10,000 shares if the
entity has cumulative earnings of at least $200 million in the first two years (otherwise, no shares will be delivered.) In this example,
it was noted that there were two units of account, two targets that cover different periods since the two payment conditions are capable
of being separated.

 For
the Company’s $42.6 million revenue earnout, at the end of the month in which the cumulative revenue for a period of up to a
trailing twelve months reached $42.6 million, the earnout will be deemed as earned and issued. At the end of the month in which the
cumulative revenue for a period of up to a trailing twelve months reached $141.4 million, the second earnout will be deemed as
earned and issued. As the two payment conditions are
capable of being separated, the Company has determined that the revenue earnouts (and similarly the EBITDA earnouts) are
independent of one another and if met would result in the issuance of a specified consideration. As such, each target-based payment
may be treated as a separate freestanding contract.

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

    3.
    We
    note your response to comment 9 in your letter dated June 30, 2023. We are unable to concur with your recognition of a forward purchase
    receivable asset under ASC 480. Please tell us how you considered whether your initial payment of cash to Meteora under this agreement
    is similar to a receivable arising from transactions involving a registrant’s capital stock, which would be presented as a
    deduction from stockholders’ equity as specified in Rule 5.02-29 of Regulation S-X. Additionally, to the extent that you conclude
    a subscription receivable is the appropriate accounting and presentation for this agreement, tell us how you evaluated the subscription
    receivable for any embedded derivatives under ASC 815, including an embedded written put option on your shares. If you have officially
    decided to terminate the agreement, please provide us with an update of such negotiations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company terminated the forward purchase
agreement with Meteora on November 27, 2023 and has revised its disclosure throughout the Amended Registration Statement accordingly.

    4.
    Please
                                            address the following comments related to the detail of footnote (1) presented on

    page
    131:

    ●
    We note that the adjustments to the cash and cash equivalents
line items do not appear to correctly sum under all scenarios. Revise your disclosures as necessary.

    ●

    Ensure
    that the net changes to the cash and cash equivalents, forward purchase receivable, and additional paid-in capital line items, for
    each scenario, agree to the corresponding adjustment (1) amounts on the pro forma balance sheet.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised page 125 of
the Amended Registration Statement to correct the referenced adjustments and ensure that they correctly sum under all scenarios.

    5.
    We
    note from your response to comment 2 and related disclosures that Kernel Group Holdings, Inc. (“Kernel”) is required
    to provide $50 million in unencumbered cash as a closing condition to the business combination. We further note that the pro forma
    financial statements reflect a cash contribution of $15 million that appears contingent on Kernel “obtaining…equity
    investments.” Please address the following comments related to this arrangement:

    ●
    Clarify
    for us the terms and conditions of Kernel’s contribution, including the source(s) of the funds and whether the contribution is reliant
    on contingent events, such as a successful equity raise. To the extent that there are not formal agreements in place that substantiate
    Kernel’s ability to provide the unencumbered cash payment, remove the applicable pro forma effects of adjustment (6).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as a condition to closing of the Business
Combination, Kernel is required to have $50 million in unencumbered cash at closing of the Business Combination. Such cash requirement
includes cash remaining in Kernel’s trust account after giving effect to any redemptions, net cash proceeds of any PIPE or convertible
note investment, and any net cash proceeds of any executed agreements regarding a capital investment or convertible debt raise whereby
proceeds are required to be paid to ParentCo within 30 days beginning on the closing date. It also includes a 50% credit for any interim
financing raised by AIRO prior to closing. Kernel is actively engaged in securing such cash through a variety of avenues including, without
limitation, convertible notes, capital investments and non-redemption agreements. It is anticipated that financing from convertible notes
or other investments will come from third parties not affiliated in any way with Kernel. The funding from third parties would be contingent
on approval of the Amended Registration Statement and, ultimately, will be delivered at the time of closing the Business Combination.
Because there are currently no signed agreements in place, the pro forma effects in adjustment (6) from the prior Registration Statement
have been removed on page 128 of the Amended Registration Statement, and the only Kernel unencumbered cash reflected in such
financials is what would remain in the Kernel trust account in each redemption scenario.

    ●
    Clarify
    why the pro forma financial statements assume a $15 million contribution and not amounts that achieve the “required” $50
    million. To the extent that any scenarios reflected in the pro forma financial statements would not allow consummation of the business
    combination, ensure you provide clear and prominent disclosure of such circumstances.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its presentation on page 119
of the Amended Registration Statement to reflect a $0 contribution by Kernel. In Scenario 1, the $50 million unencumbered cash
closing condition is met and the transaction would close (assuming all other closing conditions are fulfilled). In Scenario 2, Kernel
does not meet the $50 million unencumbered cash closing condition, and the transaction would only close if AIRO waived such condition.
In Scenario 3, the transaction would not close because Kernel does not meet the $50 million unencumbered cash closing condition and,
even if AIRO were to waive such condition, Kernel also does not meet the $5,000,001 net assets closing condition, which is not waivable.
Because there are currently no signed financing agreements in place, the pro forma effects in adjustment (6) from the prior Registration
Statement have been removed on page 128 of the Amended Registration Statement, and the only Kernel unencumbered cash reflected
in such f