SecProbe.io

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 Airgain, Inc.
 3611 Valley Centre Drive, Suite 150
 San Diego, CA 92130 May 13, 2025
 VIA EDGAR Kristin Baldwin
 Office of Manufacturing Division of Corporation Finance
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Airgain, Inc.
 Registration Statement on Form S-3
 File No. 333-287047
 To the addressee set forth above: Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Airgain, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on May 15, 2025, or as soon as practicable thereafter.
 If you have any questions or require additional information, please contact Matthew T. Bush of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

 Sincerely,

 AIRGAIN, INC.

 By:

 /s/ Michael Elbaz

 Michael Elbaz

 Chief Financial Officer

 cc:
 Jacob Suen, Airgain, Inc.
 Matthew T. Bush, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Jacob Suen
Chief Executive Officer
AIRGAIN INC
3611 Valley Centre Drive
Suite 150
San Diego, CA 92130

 Re: AIRGAIN INC
 Registration Statement on Form S-3
 Filed May 7, 2025
 File No. 333-287047
Dear Jacob Suen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 Airgain, Inc.

3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

 May 5, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Airgain, Inc.

Registration Statement on Form S-3

File No. 333-263568

To the addressees set forth above:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Airgain, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on May 9, 2022, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Matthew T. Bush, Esq. of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

Very truly yours,

AIRGAIN, INC.

By:

/s/ Jacob Suen

Jacob Suen

President and Chief Executive Officer

cc:
 Matthew T. Bush, Latham & Watkins LLP

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12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

May 2, 2022

Chicago

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Düsseldorf

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Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Jennifer Angelini

Re:
 Airgain, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed March 21, 2022

File No. 333-263568

Dear Ms. Angelini:

 We are in receipt of
the Staff’s letter dated March 23, 2022 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Airgain, Inc.
(“Airgain or the “Company”) as set forth below in connection with filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

Amendment No. 1 to Form S-3

General

1.
 We note that your registration statement incorporates by reference your Form
10-K for the fiscal year ended December 31, 2021, which in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed. Please
be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed a definitive proxy statement which
includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.

 May 2, 2022

Page 2

 Response:

The Company acknowledges the Staff’s comment and filed its definitive proxy statement on May 2, 2022.

2.
 We note that your prospectus lists depositary shares on the cover page, describes them in the section
entitled “Description of Depositary Shares,” and lists a deposit agreement as Exhibit 4.6. Please have counsel revise the legal opinion filed as Exhibit 5.1 to opine as the depositary shares, and additionally revise the filing fee table to
include the depositary shares, or advise.

 Response:

The Company acknowledges the Staff’s comment and, in response to the Staff’s comment, has revised the legal opinion filed as Exhibit
5.1 and the filing fee table, accordingly.

 Exhibits

3.
 Please revise your exhibit index as appropriate to reflect the securities being offered and to ensure
sequential numbering. In this regard, we note the Form of Note and Form of Rights Agreement listed as Exhibits 4.5 and 4.10, respectively, as well as a gap in numeration. Please also ensure that the legal opinion references the correct exhibit
number(s).

 Response:

The Company has revised the exhibit index in response to the Staff’s comment.

***********

 Any comments or
questions regarding the foregoing should be directed to the undersigned at 858-523-3962. Thank you in advance for your cooperation in connection with this matter.

Sincerely,

/s/ Matthew T. Bush

 Matthew T. Bush

 of LATHAM & WATKINS
LLP

 cc:    Jacob Suen, Airgain, Inc.

United States securities and exchange commission logo
March 23, 2022
Jacob Suen
Chief Executive Officer
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130
Re:Airgain, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed March 21, 2022
File No. 333-263568
Dear Mr. Suen:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-3
General
1.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2021, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not yet filed.
Please be advised that we cannot accelerate the effective date of your registration
statement until you have amended your Form 10-K to include the Part III information or
have filed a definitive proxy statement which includes such information.  For guidance,
please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure
Interpretations.
2.We note that your prospectus lists depositary shares on the cover page, describes them in
the section entitled "Description of Depositary Shares," and lists a deposit agreement as

 FirstName LastNameJacob Suen
 Comapany NameAirgain, Inc.
 March 23, 2022 Page 2
 FirstName LastName
Jacob Suen
Airgain, Inc.
March 23, 2022
Page 2
Exhibit 4.6.  Please have counsel revise the legal opinion filed as Exhibit 5.1 to opine as
the depositary shares, and additionally revise the filing fee table to include the depositary
shares, or advise.
Exhibits
3.Please revise your exhibit index as appropriate to reflect the securities being offered and
to ensure sequential numbering.  In this regard, we note the Form of Note and Form of
Rights Agreement listed as Exhibits 4.5 and 4.10, respectively, as well as a gap in
numeration.  Please also ensure that the legal opinion references the correct exhibit
number(s).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew T. Bush

Mail Stop 4628

April 12 , 2018

Via E-Mail
Anil Doradla
Chief Financial  Officer
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego,  CA 9 2130

 Re: Airgain, Inc.
  Form 10-K for the Fiscal  Year Ended December 30 , 2017
  Filed March 15 , 2018
File No. 1-37851

Dear Mr. Doradla:

We refer you to our comment letter  dated  March 28, 2018  regarding  potential  business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Ashley Hunter , Director of Finance
 Airgain, Inc.

 Larry Spirgel
 Assistant Director

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 April 9, 2018

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N. E.

Washington, D. C. 20549

Attention:

 Cecilia Blye, Chief

 Jennifer Hardy, Special
Counsel

Re:

 Airgain, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2017

 Filed March 15, 2018

File No. 1-37851

 Dear Ms. Blye:

Airgain, Inc. (“Airgain” or the “Company”) is in receipt of the Staff’s letter dated
March 28, 2018 with respect to the above-referenced annual report on Form 10-K. The Company has set forth below the numbered comment of your letter in italics type followed by the Company’s response
thereto.

 General

1.
On page 5, you identify Samsung as a customer, and in your 2016 10-K, you identified Huawei Technologies as a customer. Each of these companies sells its mobile products in
Syria and Sudan. Your website lists contact information for Europe, the Middle East and Africa. Syria, located in the Middle East, and Sudan, located in Africa, are designated by the State Department as state sponsors of terrorism, and are subject
to U.S. economic sanctions and/or export controls. You do not provide disclosure about those countries in your Form 10-K. Please describe to us the nature and extent of any past, current, and anticipated
contacts with Syria and/or Sudan, whether through subsidiaries, distributors, resellers, or other direct or indirect arrangements.

Airgain’s Response: As explained in greater detail below, the Company does not have any direct or indirect arrangements or other contacts with parties in Syria or Sudan (the “Sanctioned
Countries”) and we do not anticipate such contacts in the future. The Company understands and is committed to complying with the export controls and economic sanctions regulations applicable to its international business
operations, including, without limitation, U.S. laws.

Upon receipt of the Staff’s comments, the Company conducted a review of its business dealings with Samsung and Huawei Technologies (collectively, the “Inquiry Group”). The Company has found
no evidence that the Company has had any past, or has any current or anticipated, contacts with the Sanctioned Countries, either directly or indirectly. To the Company’s knowledge, the Company provides no products, directly or indirectly, to
the Sanctioned Countries, and the Company does not have any agreements, arrangements or other contacts with the governments of the Sanctioned Countries or entities they control.

 April 9, 2018

 Page
 2

The Company is a provider of antenna technologies that are used in a broad range of devices, such as set-top boxes, access points, routers, modems, gateways, media adapters,
portables, digital televisions, sensors, fleet and asset tracking devices. The Company sells directly to wireless carriers, retailers, original equipment manufacturers, original design manufacturers, and end users.

The Company understands that Huawei uses the Company’s gateway products in China, and these products are adapted for use in the Chinese market. The Company also ships antenna products to Samsung, which integrates
these antennas into its products for sale to enterprise clients in the United States, Europe, and Asia. The Company’s supply agreement requires the Company’s customers to comply with applicable export control laws, including applicable
laws of the United States.

Notably, with respect to the specific products cited by the Staff as sold by the Inquiry Group, the Company respectfully advises the Staff that none of the Company’s products are used in mobile devices. Therefore,
none of the Company’s products are incorporated into mobile devices sold by the Inquiry Group into the Sanctioned Countries.

Further, the Company respectfully advises the Staff that the Company’s EMEA (Europe, Middle East and Africa) business is limited to activities in Europe, Turkey and Tunisia. The Company does not maintain any
offices in the Middle East or Africa. The Company’s website identifies an office in the United Kingdom with responsibility for EMEA. Today, that office’s activities are limited to Europe, Turkey and Tunisia.

*    *    *

Please direct any comments or questions regarding the foregoing to the undersigned at 760-932-0241 or adoradla@airgain.com.

Respectfully Submitted,

/s/ Anil Doradla

Anil Doradla

Chief Financial Officer

cc:
Ashley Hunter, Director of Finance, Airgain, Inc.

Matthew Bush, Latham & Watkins LLP

Les Carnegie, Latham & Watkins LLP

Larry Spirgel, Assistant Director, Securities and Exchange Commission

Mail Stop 4628

March 28 , 2018

Via E-Mail
Anil Doradla
Chief Financial  Officer
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego,  CA 9 2130

 Re: Airgain, Inc.
  Form 10-K for the Fiscal  Year Ended December 30 , 2017
  Filed March 15 , 2018
File No. 1-37851

Dear Mr. Doradla:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosur e.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in yo ur response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. On page 5, you identify Samsung as a customer, and in your 2016 10 -K, you identified
Huawei Technologies as a customer.  Each of these companies sells its mobile products
in Syria and Sudan.  Your website lists contact information for Europe, the Middle Ea st
and Africa.  Syria, located in the Middle East, and Sudan, located in Africa, are
designated by the State Department as state sponsors of terrorism, and are subject to U.S.
economic sanctions and/or export controls.   You do not provide disclosure about those
countries in your Form 10 -K.  Please describe to us the nature and extent of any past,
current, and anticipated contacts with Syria and/or Sudan, whether through subsidiaries,
distributors, resellers, or other direct or indirect arrangements.

Anil Doradla
Airgain, Inc.
  March 2 8, 2018
  Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Ashley Hunter , Director of Finance
 Airgain, Inc.

 Larry Spirgel
 Assistant Director

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 December 6, 2016

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Airgain, Inc. (the “Company”)

 Registration Statement on Form S-1 (File
No. 333-214794)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of shares of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Thursday, December 8, 2016, or as soon thereafter as is
practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act
of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated December 5, 2016, through the date hereof:

Preliminary Prospectus dated December 5, 2016:

400 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that they have complied and will continue to comply, and that they have been informed by the participating
underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

COWEN AND COMPANY, LLC

By:

   /s/ Christopher Weekes

Name:

  Christopher Weekes

Title:

  Managing Director

WILLIAM BLAIR & COMPANY, L.L.C.

By:

   /s/ Brett Paschke

Name:

  Brett Paschke

Title:

  Head of Equity Capital Markets

As Representatives of the several Underwriters

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 Airgain, Inc.

3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

 December 6, 2016

 VIA EDGAR

 Mr. Larry Spirgel

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Airgain, Inc.

 Registration Statement on Form S-1

File No. 333-214794

 Dear
Mr. Spirgel:

 Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended,
the undersigned, on behalf of Airgain, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00
P.M. Eastern Time on Thursday, December 8, 2016, or as soon as practicable thereafter.

 If you have any questions or require
additional information, please contact Matthew T. Bush, Esq. of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

Very truly yours,

AIRGAIN, INC.

By:

 /s/ Leo Johnson

Leo Johnson

Chief Financial Officer

cc:
Charles Myers, Airgain, Inc.

 Jonathan R. Zimmerman, Esq., Faegre Baker Daniels LLP

Cheston J. Larson, Esq., Latham & Watkins LLP

Matthew T. Bush, Esq., Latham & Watkins LLP

Mail Stop 3720

November 29, 2016

Charles Myers
President and Chief Executive Officer
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130

Re: Airgain, Inc.
  Registration Statement on Form S-1
Filed  November 23, 2016
  File No.  333-214794

Dear Mr. Myers :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

            Please  contact William Mastrianna, Attorney -Adviser, at (202) 551 -3778 or me at (202)
551-3810  with any questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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 August 8, 2016

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Airgain, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-212542)

 Ladies and Gentlemen:

As representative of the several underwriters of the Company’s proposed public offering of up to 1,725,000 shares of common stock, we
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Wednesday, August 10, 2016, or as
soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission
under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated July 29, 2016, through the date hereof:

Preliminary Prospectus dated July 29, 2016:

700 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and
dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

NORTHLAND SECURITIES, INC.

 As Representative of the
several Underwriters

 By:

/s/ Jeff Peterson

Jeff Peterson

Head of Investment Banking

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 Airgain, Inc.

3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

 August 8, 2016

 VIA EDGAR

 Mr. Larry Spirgel

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Airgain, Inc.

Registration Statement on Form S-1

File No. 333-212542

 Dear Mr. Spirgel:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned,
on behalf of Airgain, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern
Time on Wednesday, August 10, 2016, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

The undersigned, on behalf of the Company, acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or require additional information, please contact Matthew T. Bush,
Esq. of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

Very truly yours,

AIRGAIN, INC.

By:

/s/ Leo Johnson

Leo Johnson

Chief Financial Officer

cc:
Charles Myers, Airgain, Inc.

Jonathan R. Zimmerman, Esq., Faegre Baker Daniels LLP

Cheston J. Larson, Esq., Latham & Watkins LLP

Matthew T. Bush, Esq., Latham & Watkins LLP

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 12670 High Bluff Drive

 San Diego,
California 92130

 Tel: +1.858.523.5400   Fax: +1.858.523.5450

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Barcelona

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

 Moscow

 Munich

New Jersey

 New York

Orange County

 Paris

Riyadh

 Rome

San Diego

 San Francisco

 The entity requesting confidential treatment is:

Airgain, Inc.

 3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

 Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Shanghai

 Silicon Valley

Singapore

 Tokyo

Washington, D.C.

 Attn: Chuck Myers, President and Chief Executive Officer

July 20, 2016

 VIA EDGAR and HAND DELIVERY

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

FOIA Confidential Treatment Request

Under 17 C.F.R. §200.83

Washington, D.C. 20549

Re:
Airgain, Inc. | Anticipated Price Range

 Registration Statement on Form S-1 (File No.
333-212542)

 Dear Mr. Spirgel:

Rule 83 Confidential Treatment Requested by Airgain, Inc.

This letter is furnished supplementally on behalf of Airgain, Inc. (the “Company”) in connection with the review by
the Securities and Exchange Commission (the “Commission”) of the above-mentioned Registration Statement on Form S-1 (the “Registration Statement”). To assist the staff (the
“Staff”) of the Commission in its review, the Company advises the Staff that it presently estimates, based in part on information received by the lead underwriter, that the public offering price per share for the offering
pursuant to the Registration Statement will be between $[* * *] and $[* * *] (without giving effect to any reverse stock split that the Company will effect prior to the offering, the “Preliminary Price Range”), considering
information

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested by Airgain, Inc. with respect to this letter.

 Securities and Exchange Commission

 Page
 2

currently available and current market conditions. For clarity, the Company advises the Staff that, given the volatility of the public trading markets and the uncertainty of the timing of
the offering, the Company and the lead underwriter has not yet finally agreed to a price range for the offering. The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement, after
giving effect to an appropriate reverse stock split, will include a price range of no more than $2.00 or 10% of the low end of the range, unless otherwise approved by the Staff.

The Company respectfully advises the Staff that the factors considered in estimating the fair value of the Company’s common stock are set
forth on pages 51 to 53 of the Registration Statement. The Registration Statement includes a detailed explanation of the Company’s approach to accounting for stock-based compensation and the methodology used by the Company’s board of
directors to determine the fair value of its common stock.

 The Company respectfully advises the Staff that the Company’s board of
directors, with input from management, determined the fair value of its common stock to be $0.19 per share as of March 31, 2016, after considering a valuation report from an independent third-party firm as of such date, which allocated the fair
value utilizing a probability-weighted expected returns method (“PWERM”), as well as other objective and subjective factors described in the Registration Statement. The Company’s most recent grants of stock options were
for an aggregate of 3,393,150 shares made on May 24, 2016 with an exercise price of $0.19 per share, which the Company’s board of directors determined to be the fair value of its common stock on that date (the “Estimated Fair
Value”).

 As is typical in initial public offerings, the Preliminary Price Range was based in part on the lead
underwriter’s quantitative and qualitative analysis that differs from the valuation methodology used by the Company and its independent third-party valuation firm. Among the factors that were considered in setting the Preliminary Price Range
were the following:

•

an analysis of the typical valuation ranges seen in comparable public companies in the Company’s industry, as well as a broader set of valuation ranges seen in recent initial public offerings;

•

the general condition of the securities markets and the recent market prices of publicly traded common stock of comparable companies;

•

an assumption that there would be a receptive public trading market for an embedded antenna wireless networking company such as the Company; and

•

an assumption that there would be sufficient demand for the Company’s common stock to support an offering of the size contemplated by the Company.

The Company respectfully submits that, in addition to the above factors, the difference between the Estimated Fair Value and the Preliminary
Price Range is the result of the following additional primary factors.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested by Airgain, Inc. with respect to this letter.

 Securities and Exchange Commission

 Page
 3

 The Company believes that the first factor that accounts for the increase in the fair value
of its common stock from the May 24, 2016 valuation to the midpoint of the Preliminary Price Range, if obtained, is that the PWERM valuation method used by the Company reflects the potential that the Company might remain a privately held company,
which inherently decreases the Estimated Fair Value per share of the Company’s common stock as of May 24, 2016 due to the combination of (i) the expected business equity value in the stay private scenario that was significantly lower than in
the initial public offering scenario, (ii) the discounting to present value and (iii) the application of a discount for lack of marketability. Conversely, the midpoint of the Preliminary Price Range necessarily assumes only a single potential
liquidity event, the initial public offering, and does not include a discount for present value or a discount for lack of marketability, as an active trading market for the Company’s common stock will exist following the initial public
offering. As a result, the midpoint of the Preliminary Price Range was neither reduced by the expected business equity value from other potential future outcome events nor discounted for lack of marketability. Additionally, the Preliminary Price
Range assumes the conversion of all of the Company’s convertible preferred stock into common stock in connection with the completion of the initial public offering. The corresponding elimination of the preferences and rights enjoyed by the
holders of such preferred stock results in a higher valuation of the common stock in the Preliminary Price Range, and also drove a lower common stock value in the stay private scenario.

The second factor relates to the Company’s recent positive trends with respect to its second quarter results and future projections. The
Company’s second quarter revenues materially increased beyond the original projections underlying the Estimated Fair Value as of the May 24, 2016 valuation, and the Company has continued to see an overall positive increasing trend in its
business. In addition, since the date of the Estimated Fair Value, the Company was awarded new designs for several large customers, including [* * *]. As a result of these factors, the Preliminary Price Range was set using more up-to-date revenue
numbers and projections. In addition, the lead underwriter selected a broader range of comparable public companies than used in the prior valuation based on its qualitative assessment of the market for the company (including feedback received at the
testing the waters meetings referred to below).

 The third factor relates to the positive reception and feedback that the Company received
from the testing the waters meetings it conducted during the first week of July with investors who are active in the investment of public companies in the Company’s industry, which further validated the Company’s market perception, the
progress the Company had made toward preparing for and ultimately consummating an initial public offering and served as a key input into valuation discussions in developing the Preliminary Price Range.

The fourth factor is that the overall initial public offering market conditions have continued to rebound since the May 24, 2016 measurement
date used for the Estimated Fair Value and the trading multiples of comparable public companies have likewise increased. The Russell 2000 Index increased by 6.4% from 1,135.31 on May 24, 2016 to 1,207.91 on July 18, 2016 (with a 8.4% increase
since March 31, 2016). Similarly, the Nasdaq Composite Index increased by 4.0% from 4,861.05 on May 24, 2016 to 5,055.78 on July 18, 2016 (with a 3.8% increase since March 31, 2016).

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested by Airgain, Inc. with respect to this letter.

 Securities and Exchange Commission

 Page
 4

 Please direct any questions or comments regarding this letter or the Registration Statement
to the undersigned at (858) 523-3962. Thank you for your assistance.

 Sincerely,

/s/ Matthew T. Bush

Matthew T. Bush

of LATHAM & WATKINS LLP

cc:
Paul Fischer, Securities and Exchange Commission

 Kathleen Krebs, Securities and
Exchange Commission

 Jamie Kessel, Securities and Exchange Commission

Charles Myers, Airgain, Inc.

Leo Johnson, Airgain, Inc.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested by Airgain, Inc. with respect to this letter.

Mail Stop 3720

July 6, 2016

Mr. Charles Myers
President
Airgain , Inc.
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130

Re: Airgain , Inc.
Amendment No. 2 to  Draft Registration Statement on Form S -1
Submitted June 9, 2016
 CIK No. 0001272842

Dear Mr. Myers:

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note that you cite to industry research for information and statistics regarding economic
trends.  Please provide us with marked copies of any materials that support these and other
third party statements, clearly cross -referencing a statement with the underlying factual
support.  Confirm for us that these documents are publicly available. Tell us whether any of
the reports  were prepared for you or in connection with the offering. We note, by way of
examples only, t he reference to the Cisco Report cited at page 2 and elsewhere in your draft
registration statement, and the ABI Research report cited at page 52.

Charles Myers
Airgain , Inc.
July 6, 2016
Page 2

 Consolidated Financial Statements
Notes to Consolidated Financial Statements
(3) Acquisitions, page F -17

2. Please tell us whether your acquisition of the assets of Skycross, Inc. meets the definition of
a business under Rule 11 -01(d) of Regulation S -X.  If the acquisition is consistent with the
definition of a business under Rule 11 -01(d), please either revise yo ur filing to include the
audited pre -acquisition financial statements of the acquired business and the related pro
forma disclosures required under Rules 3 -05 and 11 -01 of Regulation S -X or provide a
waiver request for consideration by the Division of Corp oration Finance Office of Chief
Accountant.

  You may contact Jamie Kessel, Staff Accountant, at (202) 551 -3727, or Terry French,
Accountant Branch Chief, at (202) 551 -3828, if you have questions regarding comments on the
financial statements an d related matters.  Please contact Paul Fischer, Attorney -Advisor, at (202)
551-3415, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810, with
any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc:   Matthew T. Bush, Esq.
 Latham & Watkins LLP

September 8, 2014

Via E -mail
Leo Johnson
Chief Financial Officer
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130

Re: Airgain , Inc.
Draft Registration Statement on Form S-1
Submitted August 12, 2014
  CIK No. 0001272842

Dear  Mr. Johnson :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please update your financial statements and other financial information to include the
interim period June 30, 2014.  Please refer to Rule 3 -12 of Regulation S -X.

2. We note numerous blank spaces throughout the prospectus.  Please be advised that you
should include the price, use of proceeds, dilution, capitalization, underwriting, and all
other required information in an amendment  to your Form S -1 prior to any distribution of
preliminary prospectuses so that was may complete our review.  Note that we may have
additional comments once you have provided this disclosure.  Therefore, please allow us
sufficient time to review your compl ete disclosure prior to any distribution of preliminary
prospectuses.

Leo Johnson
Airgain, Inc.
September 8, 2014
Page 2

 3. Please furnish a statement as to whether or not the amount of compensation to be  allowed
or paid to the underwriters has been cleared with FINRA. Prior to the effectiveness of this
registration statement, please provide us with a copy of the letter informing you that
FINRA has no objections.

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential  investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

5. Pleas e provide us with copies of your artwork prior to circulating preliminary
prospectuses.  Since we may have comments that could result in material revisions to
your artwork, we suggest that you provide us with enough time to finish commenting on
your artwor k prior to circulating preliminary prospectuses.  For guidance, see
Compliance and Disclosure Interpretations, Securities Act Forms, Question 101.02,
available on our website at http://www.sec.gov/divisions/c orpfin/cfguidance.shtml .

Prospectus Summary, page 1

6. We note your disclose your sales growth from 2009 to 2013 and increase in income from
operations.  To provide balance, please disclose net income or losses for the applicable
periods.  Please revise throughout such as on pages 31 and 42.

Risk Factors, page 8

We have identified a material weakness and significant deficiencies in…, page 13

7. Please exp and your disclosure to discuss the internal control deficiencies and how you
remediated these deficiencies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31

8. We note your discussion on pages 35 and 35 regarding total sales growth.  We note you
disclose the increase in the total number of units sold.  Please revise to discuss the factors
affecting or circumstances dr iving this growth.

Leo Johnson
Airgain, Inc.
September 8, 2014
Page 3

 Non-GAAP Financial Results, page 34

9. Please reconcile Adjusted EBITDA to net income, which is the most directly comparable
GAAP financial measure.

10. Please consider quantifying each of the significant non -recurring expenses in your
calculation of Adjusted EBITDA.  Also , it appears inappropriate to characterize certain of
these expenses as non -recurring, since these expenses occurred in 2013 and 2014. P lease
refer to the guidance in Question 102.3 of the Compliance and Disclosure Interpretations
on non -GAAP financial measures located on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Liquidity and Capital Resources, page 36

11. We note your disclosure in the middle of page 37 regarding investing for long -term
growth.  Please disclose the amount or a range of the amount you intend invest in the next
12 months .

12. Please explain in more detail the reason s for the significant increase i n net cash used in
investing activities in the three months ended March 31, 2014  compared to prior periods .

Contractual Obligations and Commitments, page 38

13. We note that you have vari ous notes payable outstanding that apparently are not reflected
in the table.  Please revise the table or tell us why these notes are excluded.

14. Please revise the table to reflect your obligations under the term loan of $750,000.  Please
refer to page F -17.

Revenue Recognition, page 38

15. We note that you often become involved with customers in the design phase and also
supply OTA testing to your customers.  On page 31 , you disclose that you generally
provide these services for free.  Please tell us how you  account for these services when
you charge your customers.

Financial Statements

Balance Sheets, page F -3

16. Please revise the notes to the financial statements to disclose the details and significant
terms of your notes payable balances.

Leo Johnson
Airgain, Inc.
September 8, 2014
Page 4

 Statement of Cash Flows, page F -6

17. Please disclose the details of the transaction in which you acquired property and
equipment through lease incentives.  In this regard, we note that this non -cash event
comprises a material portion of your Property and Equipment balanc e.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SE C website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfi n/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submiss ions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Michael Henderson, Staff Accountant , at 202-551-3364  or Terry
French, Accountant Branch Chief,  at 202-551-3828  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Ajay Koduri, Attorney -Advisor,
at 202-551-3310  or Kathleen Krebs, Special Counsel, at 202-551-3350  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Cheston Larson
 Matt Bush
 Latham & Watkins LLP