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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

 April 9, 2024

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:

     Andrew
    Blume

    Patrick
                                            Fullem

    Jay
    Ingram

    Dale
    Welcome

    Re:
    AIRO
                                            Group, Inc.

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

    Filed
    February 12, 2024

    File
    No. 333-272402

Dear
Mr. Welcome and Mr. Blume:

On
behalf of AIRO Group, Inc. (the “Company”), we are hereby responding to the letter dated March 13, 2024
(the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), regarding the Company’s Amendment No. 4 to the Registration Statement
on Form S-4 filed on February 12, 2024 (the “Registration Statement”). In response to the Comment Letter and
to update certain information in the Registration Statement, the Company is publicly filing its Amendment No. 5 to the Registration Statement
on Form S-4 (the “Amended Registration Statement”) with the Commission today.

For
ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type
below, followed by the Company’s response.

Amendment
No. 4 Registration Statement on Form S-4 filed February 12, 2024

General

 1. We
                                            note your disclosure that Kernel intends to timely request a hearing before the Nasdaq Hearings
                                            Panel. Please update this disclosure in your next amendment.

Response:  The
                                            Company respectfully acknowledges the Staff’s comment and advises the Staff that it
                                             has
                                            revised the disclosure on pages 23, 74, 133, and F-31 of the Amended Registration
                                            Statement.

 2. We
                                            note your disclosure that the NTA Proposal would remove from Kernel’s charter the requirement
                                            that Kernel will not consummate a business combination unless it has net tangible assets
                                            of at least $5,000,001 upon consummation thereof. We also note that the proposal is conditioned
                                            upon the approval of the Business Combination Proposal and your disclosure that Kernel believes
                                            it and the combined entity can rely on the Exchange Act Rule to avoid being treated as a
                                            penny stock. However, if the amount in the trust falls below $5,000,001 as a result of redemptions,
                                            Kernel would likely no longer meet the Nasdaq listing standards. At that point, it is possible
                                            that Kernel would become a penny stock. Please revise disclosure in your Questions and Answers
                                            section and elsewhere as appropriate to clearly discuss the impact that the trust falling
                                            below $5,000,001 would have upon Kernel’s listing on Nasdaq and discuss the consideration
                                            given to this possibility in the Board of Directors’ determination to propose to remove
                                            this provision from its charter. Please provide clear disclosure that removal of this provision
                                            could result in Kernel’s securities falling within the definition of penny stock and
                                            clearly discuss the related risks to Kernel and its investors. In your discussion, please
                                            clarify whether the NTA Proposal is conditioned solely upon the approval of the business
                                            combination or the business combination’s closing.

  Response:
   The Company respectfully
  acknowledges the Staff’s comment and advises the Staff that it
  has revised the disclosure on pages 15, 72-73, and 116 of the Amended Registration Statement.

Risk
Factors, page 37

 3. Please
                                            revise your risk factors section to fully discuss the consequences and related risks to each
                                            of Kernel and the combined entity in the event that the NTA Proposal is adopted or is not
                                            adopted.

  Response:
   The Company respectfully
  acknowledges the Staff’s comment and advises the Staff that it
  has revised the disclosure on pages 72-73 of the Amended Registration Statement.

Earnout
Shares, page 125

    4.
    We
    note your disclosure on page 126, and your responses to comment 1 to our letter dated December 8, 2023 and prior comment 1 to our
    letter dated August 16, 2023 where you indicate that the earnouts to the equity holders of AIRO Group Holdings, Inc., including the
    Sponsor earnouts, are expected to be treated as a deemed dividend. Please respond to the following:

    ●
    Provide
    a thorough analysis regarding how you concluded the Sponsor earnouts were not subject to the guidance in ASC 718. As part of your
    response, tell us whether any of the Sponsors will be employees or play any role in the combined company after the closing of the
    business combination. If so, describe the role the Sponsor may play and confirm that none of the Sponsor earnouts are subject to
    any other contingency or forfeiture provision beyond the revenue target.

   Response:
   The
                                  Company respectfully acknowledges the Staff’s comment and advises the Staff
that it considered the “Navigating the requirements for merging with a special purpose acquisition
                                  company” No. 2019-03 (Updated 21 March 2024) from Ernst & Young which states, “The accounting guidance for legally outstanding shares differs from the accounting for contracts to issue
an entity’s own equity. Nevertheless, combined companies should consider the substance of these types of shares. If the legally
issued shares do not have substance as shares (e.g., they have no dividend rights or voting rights, they are forfeitable after a period
of time unless a certain share-price level is achieved or a specified event occurs), the combined company should evaluate the arrangement
under the guidance for contracts in an entity’s own equity (ASC 480 and ASC 815-40).”

 The
Company considered the “A closer look at accounting for financial instruments issued by SPACs” No. 2021-03 (dated 3 March
2022) from Ernst & Young which states “If the operating company is determined to be the accounting acquirer and the transaction
is accounted for as a reverse recapitalization, the entity should determine whether the earn-out represents a change to a share-based
payment arrangement that requires modification accounting under ASC 718 or a new award under ASC 718 in connection with the transaction.”

 There
is no compensatory services arrangement between Sponsor and Kernel. The sole member of the Sponsor, Mr. Surendra Ajjarapu, is
Kernel’s chief executive officer and has been nominated as a director of the Company post-closing. Should he be elected to
that role, he will be compensated as an independent director. Mr. Ajjarapu will not otherwise be an employee of the Company or
provide any other goods or services to the Company post-closing. His potential service on the Company’s board of directors has
no explicit or implicit tie to the potential Sponsor earnout share award.

 The
earnout arrangement to the Sponsor is a contract to issue shares if the post-closing Company achieves revenue milestones. There is no
forfeiture provision nor is there any contingency other than the Company’s achievement of the applicable revenue target. In negotiating
the terms of the Business Combination Agreement, Kernel Group Holdings took into account the capital investments provided by the Sponsor to Kernel
prior to the business combination in determining that the Sponsor should be entitled to an earnout award based on the performance of
the combined post-closing company.

 Kernel
considered the Sponsor earnout arrangement and noted that issuance is contingent upon the Business Combination Agreement and the post-closing
company meeting the revenue milestones. As the business combination is not probable and as the Sponsor shares will be issued by the post-closing
company, as opposed to Kernel, and only if certain revenue milestones are met, there is no impact to Kernel’s pre-closing financial
statements as a result of the Sponsor earnout arrangement.

 The
Company considered the Share-Based Payment Considerations section of the Deloitte Financial Reporting Alert 20-6 (dated October 2, 2020
and last updated April 11, 2022) and noted that Sponsor Earnout Shares are not preexisting target awards that are subject to modification
consideration nor are they awards that have been granted and are subject to ongoing service requirements, forfeiture or redistribution.
Specifically, footnote 16 within that section states “Generally, an earn-out arrangement would be subject to ASC 718 if, in addition
to meeting one or more share price levels or other conditions, the holder must provide service to the combined company after the merger
date. Therefore, entities should consider whether the counterparty to the arrangement must provide services to the combined company to
earn the award.” As there is no explicit or implicit service requirement of the sponsor to the combined company after the merger
date, the Company determined that ASC 718 was not applicable to the Sponsor earnout shares.

 Furthermore,
the Company considered ASC 718-10-15-5 which states that ASC 718 does not apply to transactions involving share-based payment awards
granted to a lender or an investor that provides financing to the issuer. Further ASC 718-10-15-4 states “Share-based payments
awarded to a grantee by a related party or other holder of an economic interest in the entity as compensation for goods or services provided
to the reporting entity are share-based payment transactions to be accounted for under this Topic [ASC 718] unless the transfer is clearly
for a purpose other than compensation for goods or services to the reporting entity… An example of a situation in which such a
transfer is not compensation is a transfer to settle an obligation of the economic interest holder to the grantee that is unrelated to
goods or services to be used or consumed in a grantor’s own operations.” As the primary business purpose is related to the
financing the Sponsor provided to Kernel prior to the business combination, which is unrelated to the grantor’s operations, the
Company determined that the Sponsor earnout arrangement is not in the scope ASC 718.

    ●
    Explain
    the relevant accounting literature you considered in concluding the Sponsor earnouts should be treated as deemed dividend, particularly
    in light of the fact that they were only some of the original shareholders of the “acquired” company for financial statement
    purposes that received the earnouts. As part of your response, explain any literature that you considered but may have ultimately
    rejected as part of your analysis.

   Response:
   The
                                  Company respectfully acknowledges the Staff’s comment and advises the Staff that it considered the Classifying
                                  Share-Settleable Earn-Out Arrangements and Other Considerations section of the Deloitte Financial Reporting Alert 20-6 (dated
                                  October 2, 2020 and last updated April 11, 2022) and noted:

    ●
     “Earn-out
                                            arrangements that represent equity-linked instruments are classified as either liabilities
                                            or equity instruments on the basis of ASC 815-40 unless such arrangements are within the
                                            scope of ASC 718”

    ●
     “Regardless
of the classification of an earn-out arrangement, ASC 815-40 requires an entity to recognize the initial fair value of the instrument.
The offsetting entry will depend on the facts and circumstances. We believe that for earn-out arrangements with target shareholders,
the offsetting entry should be reflected in the same manner as if the entity declared a pro rata dividend to its common shareholders.”

     While
                                            this guidance specifically mentions target shareholders, if the Sponsor earnout shares are
                                            accounted for under ASC 815-40, the Company determined that accounting for the earnout shares
                                            as a dividend would also be appropriate. As such, the Company further considered the relevant
                                            accounting guidance for deemed dividends in ASC 505-20-20.

     Additionally,
    the Company considered the EY Technical Line No. 2021-03 dated March 3, 2022 which states, “Some believe that the earn-out
    arrangement represents a distribution to shareholders, akin to a cash dividend, that should be recorded as a reduction in retained
    earnings. Others believe that because an earn-out arrangement is part of a reverse recapitalization and is negotiated between the
    sponsor and selling shareholders, it is better represented as an equity restructuring that should be accounted for as a reduction
    in additional paid-in capital. We generally believe that either approach is acceptable.”

     The
                                            Company acknowledges that the Sponsor only holds a portion of the Kernel shares pre-closing,
                                            and the other Kernel shareholders are not entitled to an earnout award. The Sponsor holds
                                            Class B Ordinary Shares and is subject to a lock-up agreement whereby its shares of the Company
                                            post-closing will not be freely tradeable immediately following Closing. The other Kernel
                                            shareholders hold Class A Ordinary Shares and are not subject to such a lock-up arrangement.
                                            In addition, the Sponsor has continued to make extension payments to Kernel so that the business
                                            combination can be completed. As such, the Kernel board determined that the Sponsor should
                                            benefit if the post-closing Company achieves the earnout targets as outlined in the Business
                                            Combination Agreement.

    ●
    Explain
    whether the Sponsor will receive the Sponsor earnout shares if the revenue targets are met, but the Sponsor no longer holds the AIRO
    Group Holdings, Inc. shares at the time the target is achieved.

   Response:
   The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Sponsor will receive
the Sponsor earnout shares whether or not it continues