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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
25, 2024

Via
EDGAR

Office
of Manufacturing

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:

    Patrick
    Fullem

    Jay
    Ingram

    Dale
    Welcome

    Andrew
    Blume

    Re:
    AIRO
    Group, Inc.

    Amendment
    No. 5 to Registration Statement on Form S-4

    Filed
    April 10, 2024

    File
    No. 333-272402

Dear
Mr. Welcome and Mr. Blume:

On
behalf of AIRO Group, Incorporated (the “Company”), we are hereby responding to the letter dated June 20, 2024
(the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), regarding the Company’s Fifth Amendment to the Registration Statement
on Form S-4 filed on April 10, 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. 6 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. 5 to Registration Statement on Form S-4 filed April 10, 2024

Earnout
Shares, page 126

    1.
    We
    note your response to comment 4. To assist us with our review of the accounting treatment for your sponsor earnout, please address
    the following items:

    ●
    You
    indicate that you determined the sponsor earnout arrangement was not within the scope of ASC 718 since “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.” Since the sponsor will be compensated for providing extension loans to Kernel prior to the business combination
    in the form of additional shares of common stock, as noted in Section 2.7(e) of the Business Combination Agreement and your disclosures
    on page 131, tell us the reasons why you believe the primary purpose of the sponsor earnout shares is for providing financing.

    CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

    ●
    Tell
    us how much of the financing provided by the sponsor is derived from Kernel employees versus passive investors in the sponsor. Additionally,
    tell us what percentage of the total sponsor earnout would ultimately be distributed to former Kernel employees versus passive investors
    in the sponsor.

    ●
    To
    the extent the sponsor earnout were to be reflected as an expense, tell us which entity’s financial statements would reflect
    the expense, the period(s) in which the expense would be recorded, and how you reached your conclusions.

Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company amended the Agreement and
Plan of Merger on June 24, 2024 to remove the Sponsor earnout share award and has revised its disclosure throughout the Amended Registration
Statement accordingly.

AIRO’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 187

    2.
    Pursuant
    to Item 303(b)(3) of Regulation S-K, please revise your filing to provide critical accounting estimate disclosures for Airo Group
    Holdings (“Holdings”). We would expect such disclosures to include, but not necessarily be limited to, critical accounting
    policies for business combinations, the valuation of your common stock, and the impairment of goodwill and intangible assets. Such
    disclosures should include qualitative and quantitative information necessary to understand the estimation uncertainty and the impact
    your critical accounting estimates have had or are reasonably likely to have on your financial condition and results of operations.
    In addition, discuss how much each estimate and/or assumption has changed over a relevant period and the sensitivity of reported
    amounts to the underlying methods, assumptions and estimates used. The disclosures should supplement, not duplicate, the description
    of accounting policies or other disclosures in the notes to the financial statements. To the extent your disclosures in response
    to the comments under this header do not materially comply with the guidance in Regulation S-K and SEC Release No. 33-8350, we may
    have further substantive comments.

Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 208-212
of the Amended Registration Statement.

    3.
    As
    noted in the preceding comment, please include a critical accounting policy for the valuation of your common stock. Thoroughly describe
    the methodologies and key inputs and assumptions used in the valuations of your common stock issued as business combination consideration.
    In doing so, clearly disclose, as previously communicated to us, that your valuations were based on the revenue and EBITDA projections
    disclosed on page 99 under the “Projected Financial Information” header and ensure you discuss in sufficient detail the
    estimates, assumptions, and underlying support utilized in developing and validating such projections. Also ensure you include any
    pertinent information provided in response to prior comments, including the second bullet of comment 6.

    CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 209-210
of the Amended Registration Statement.

    4.
    Considering
    goodwill and intangible assets represent the vast majority of your total assets, ensure that you include a critical accounting policy
    addressing how you assess such assets for impairment. Your disclosures should include, but not necessarily be limited to the following:

    ●
    Provide
    a thorough discussion of your impairment testing policies, including a description of the key assumptions used to estimate the fair
    value of the reporting units for your goodwill impairment analysis, how the key assumptions were determined, the degree of uncertainty
    associated with the key assumptions, and any material changes in the key assumptions during the periods presented.

    ●
    Discuss
    how goodwill and other intangible assets were tested during 2023, including whether you performed a qualitative and/or quantitative
    test.

    ●
    Indicate
    how you determine your reporting units for goodwill impairment testing purposes and identify your reporting units.

    ●
    State
    whether or not the fair values of your reporting units “substantially exceed” the respective carrying values. To the
    extent any reporting unit fair values are not substantially in excess of carrying values, disclose the name(s) of the reporting unit(s),
    the percentage by which the estimated fair value of the reporting unit(s) exceeded the carrying value, the amount of goodwill allocated
    to the reporting unit(s), and whether the related goodwill is at risk of impairment. Also provide a description of potential events
    and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

    ●
    Given
    the significant goodwill recorded in your Electric Air Mobility (“EAM”) segment and the negative EBITDA and minimal revenues
    projected for EAM through fiscal 2026 per your disclosures on page 99, ensure you specifically and comprehensively address the recoverability
    of intangible assets related to EAM.

Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 211-212
of the Amended Registration Statement.

AIRO
Group Holdings, Inc. – Audited Financial Statements

2.
Business Combinations, page F-52

    5.
    We
    note your response to prior comment 5. Please tell us in sufficient detail how you determined Aspen Avionics (“Aspen”)
    was the accounting acquirer in the reverse acquisition with Holdings. In doing so, provide us with a comprehensive accounting analysis
    that specifically addresses each determinative factor discussed in ASC 805-10-55-10 through 55-15. Ensure that your analysis addresses
    the following items:

    ●
    Tell
    us in sufficient detail how you concluded Aspen was the accounting acquirer despite Holdings retaining 89% of the shares of the combined
    company.

    CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

    ●
    Tell
    us the specific composition of the board of directors of the combined entity upon consummation of the acquisition, including how
    many members of the board were representatives of Aspen versus Holdings.

    ●
    We
    understand that the CEO and COO of the combined entity at the acquisition date were board members of Aspen. Please tell us the composition
    of senior management upon consummation of the acquisition, including how many members of management were representative of Aspen
    versus Holdings.

    ●
    Explain
    why there appears to be a significant disparity between shareholder ownership percentages and the composition of the board of directors
    and senior management of the combined entity.

    ●
    Provide
    us with relevant financial statement amounts of Aspen and Holdings at the time of acquisition, such as total assets, revenues, and
    earnings.

Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in determining the accounting
acquirer in the Aspen acquisition, the transaction was effected primarily by exchanging equity interests. In accordance with ASC 805-10-55-12
and ASC 805-10-55-13, Holdings noted the following:

 ● Voting rights: In
conjunction with the acquisition, Aspen’s shareholders were issued approximately 2.6 million shares which equated to approximately
11% of the total Holdings ownership as of the closing date. The former Aspen equity holders did not have control of the combined company
through their voting rights.

 ● Governing body: Two
of the three members of the board of directors of Holdings as of the date of the Aspen transaction were board members and/or executives
of Aspen.

 ● Senior management:
two of the three members of Holdings’ senior leadership team as of the date of the Aspen transaction were board members and/or
executives of Aspen.

 ● Relative size:
Aspen had fewer intangible assets and goodwill than Holdings as of the acquisition date, but Aspen had more tangible assets than
Holdings. Additionally, Aspen’s revenues far exceeded those of Holdings due to the majority of the entities which made up
Holding being in early development stages. Finally, Aspen’s net loss exceeded those of Holdings in 2021 primarily due to Aspen
having incurred transaction costs years prior to the April 1, 2022 acquisition date as described below.

 ● Other pertinent factors
and circumstances: Aspen had a leadership role in initiating and structuring the merger transactions with all six entities, and its headquarters
location became the headquarters for the combined entity.

 While it is true that Holdings retained 89% of
the shares of the combined company as of the date of closing of the Aspen acquisition, the other key factors weigh in favor of Aspen
as the accounting acquirer. At the time of the acquisition, the Holdings board of directors was comprised of three individuals: Dr. Chirinjeev
Kathuria, Mr. Joseph Burns, and Mr. John Uczekaj. Two of these three individuals had longstanding roles at Aspen. Mr. Burns was a long
tenured member of Aspen’s board of directors. Mr. Uczekaj was, and continues to be, Aspen’s President and Chief Executive
Officer. Similarly, AIRO senior management at the time of the closing of the Aspen acquisition consisted of Dr. Kathuria (Executive Chairman),
Mr. Burns (Chief Executive Officer), and Mr. Uczekaj (President and Chief Operating Officer). Two of its three leadership team members
thus had significant ties to Aspen.

 Aspen also took a leadership role in
initiating and organizing the six merger transactions ultimately completed by Holdings in 2022. This included Aspen’s
engagement of legal counsel as early as 2018 to create the multi-party merger agreement that formed the basis for the eventual
merger agreements used in the six merger transactions. Aspen’s finance function led the efforts to obtain audits in accordance
with PCAOB standards for the combining companies and preparing consolidated financial statements and forecasts. Aspen incurred
substantial transaction-related costs in performing these functions.

 While Aspen’s final merger consideration
was in the form of stock, this was the result of negotiations between Holdings and Aspen. While the Aspen shareholders took only a minority
ownership interest in the combined company, they did so, in part, as consideration for a higher indebtedness target than Holdings agreed
to in some of the other transactions. The higher target was a compromise in lieu of cash at closing of the Aspen-Holdings transaction
and the outstanding obligations are to be settled at closing of the Business Combination.

 Below is an abbreviated summary of the historical financial statement amounts for the Holdings group at the
time of the Aspen acquisition (inclusive of Holdings, AIRO Drone, Agile Defense, Jaunt, and Sky-Watch) compared to the Aspen amounts
as of the same date:

     As of April 1, 2022

     Group
     Aspen

     Balance Sheet:

     Current assets
     $   3,054,982
     $   6,423,093

     Property and equipment, net
         74,733
         267,377

     Intangible assets, net
         106,390,000
         2,815,052

     Goodwill
         567,830,710
         -

     Other assets
         201,834
         1,123,299

     Total Assets
     $   677,552,259
     $   10,628,821

     Income Statement Year ended December 31, 2021

     Revenues
     $   577,658
     $   11,782,570

     Net income (loss)
     $   (15,107,584   )
     $   (20,528,854   )

     Income Statement Three months ended March 31, 2022

     Revenues
     $   833,556
     $   2,509,027

     Net income (loss)
     $   (3,611,471   )
     $   (1,779,897   )

 As demonstrated
above, while the total assets of Holdings exceeded those of Aspen at the time of the Aspen merger, Aspen’s revenues were approximately
20x the value of the Holdings combined revenues, and resulted in Aspen contributing approximately 95% of the total revenues of Aspen
and Holdings combined for the year ended December 31, 2021.

*
* * * *

    CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

Please
direct any questions or further communications relating to the above to the undersigned at (202) 689-298