SecProbe.io

CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 September
9, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jenny O'Shanick

 Re:
 AIRO
 Group Holdings, Inc.

 Registration
 Statement on Form S-1, as amended (File No. 333-290109)

 Request
 for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and
declare the Registration Statement effective as of 4:00 p.m. Eastern time, on September 10, 2025, or as soon thereafter as possible,
or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312)
881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 Very
 truly yours,

 AIRO
 Group Holdings, Inc.

 /s/ Captain Joseph
 D. Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

 cc:

 Dr.
 Chirinjeev Kathuria, AIRO Group Holdings, Inc.

 Christina
 Roupas, Cooley LLP

 Yvan-Claude
 Pierre, Cooley LLP

 Courtney
 Tygesson, Cooley LLP

 Grady
 Chang, Cooley LLP

 Jonathan
 Sarna, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 September
9, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jenny O'Shanick

 Re:
 AIRO
 Group Holdings, Inc.

 Registration
 Statement on Form S-1, as amended (File No. [ ])

 Request
 for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and
declare the Registration Statement effective as of 4:00 p.m. Eastern time, on September 10, 2025, or as soon thereafter as possible,
or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312)
881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 Very
 truly yours,

 AIRO
 Group Holdings, Inc.

 /s/ Captain Joseph
 D. Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

 cc:

 Dr.
 Chirinjeev Kathuria, AIRO Group Holdings, Inc.

 Christina
 Roupas, Cooley LLP

 Yvan-Claude
 Pierre, Cooley LLP

 Courtney
 Tygesson, Cooley LLP

 Grady
 Chang, Cooley LLP

 Jonathan
 Sarna, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 September
9, 2025

 Office
of Technology

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jenny O'Shanick

 Re:
 AIRO Group Holdings, Inc.
 (the "Company")

 Registration Statement on Form S-1 (File No. 333-290109)

 Ladies
and Gentlemen:

 As
representative of the several underwriters of the Company's proposed public offering of common stock, we hereby join the Company's
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 pm (ET) on September 10, 2025, 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 will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters,
dealers, institutions and others prior to the requested effective time of the Registration Statement.

 We
also advise that we have complied and will continue to comply, and that we have been informed by the participating underwriters and dealers
that they have complied, 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,

 As
Representative of the several Underwriters

 CANTOR
FITZGERALD & CO.

 By:
 /s/
 Beau Bohm

 Name:
 Beau
 Bohm

 Title:
 Managing
 Director, Co-Head of ECM

 [Signature
Page to Acceleration Request by Underwriters]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Captain Joseph D. Burns
Chief Executive Officer
AIRO Group Holdings, Inc.
5001 Indian School Road NE, Suite 100
Albuquerque, New Mexico 87110

 Re: AIRO Group Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted August 29, 2025
 CIK No. 0001927958
Dear Captain Joseph D. Burns:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Christina T. Roupas
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 June 11, 2025

 Office of Technology

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Dale Welcome, Andrew Blume, Patrick Fullem and
Jay Ingram

 Re:
 AIRO Group Holdings, Inc. (the "Company")

 Registration Statement on Form S-1,
as amended (File No. 333-285149)

 Ladies and Gentlemen:

 As representative
of the several underwriters of the Company's proposed initial public offering of common stock, we hereby join the Company's
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 pm (ET) on June 12, 2025, or as soon thereafter as is practicable.

 The following is supplemental
information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933, as amended (the "Act"):

 (i) Dates of distribution: April 10, 2025 through the date hereof.

 (ii) Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under
the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
the adequate distribution of the preliminary prospectus.

 (iii) We have been informed by the participating underwriters that they have complied and will 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,

 As Representative of the several Underwriters

 CANTOR FITZGERALD & CO.

 By:
 /s/ Beau Bohm

 Name:
 Beau
Bohm

 Title:
 Managing Director, Co-Head
of ECM

CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 June
11, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

 Re:
 AIRO
 Group Holdings, Inc.

 Registration Statement
 on Form S-1, as amended (File No. 333-285149)

 Request for Acceleration
 of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and
declare the Registration Statement effective as of 4:00 p.m. Eastern time, on June 12, 2025, or as soon thereafter as possible, or at
such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312)
881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 Very
 truly yours,

 AIRO
 Group Holdings, Inc.

 /s/
 Joseph Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

 cc:

 Dr. Chirinjeev Kathuria,
 AIRO Group Holdings, Inc.

 Christina Roupas, Cooley
 LLP

 Yvan-Claude Pierre,
 Cooley LLP

 Courtney Tygesson,
 Cooley LLP

 Grady Chang, Cooley
 LLP

 Jonathan Sarna, Latham
 & Watkins LLP

CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 April
16, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

 Re:
 AIRO
 Group Holdings, Inc.

 Registration Statement on Form S-1, as amended (File
 No. 333-285149)

 Ladies
and Gentlemen:

 AIRO
Group Holdings, Inc. (the " Company ") hereby withdraws its request, dated April 14, 2025, that the effective
date of the above-referenced Registration Statement on Form S-1, as amended (the " Registration Statement ")
be accelerated to 4:00 p.m. Eastern time, on April 16, 2025, or as soon thereafter as possible.

 Please
contact Christina Roupas of Cooley LLP at (312) 881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680, counsel
to the Company, if there are any questions regarding this matter.

 Very truly yours,

 AIRO Group Holdings, Inc.

 /s/ Joseph Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 April
16, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

 Re:

 AIRO
 Group Holdings, Inc. (the "Company")

 Registration
Statement on Form S-1, as amended (File No. 333-285149)

 Ladies
and Gentlemen:

 As
representative of the several underwriters of the Company's proposed initial public offering of common stock, we hereby withdraw
our request, dated April 14, 2025, that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be
accelerated to 4:00 p.m. Eastern time, on April 16, 2025, or as soon thereafter as possible.

 [ Remainder
of Page Intentionally Left Blank ]

 Very
 truly yours,

 As
 Representative of the several Underwriters

 CANTOR
 FITZGERALD & CO.

 By:
 /s/
 Beau Bohm

 Name:
 Beau
 Bohm

 Title:
 Managing
 Director, Co-Head of ECM

CORRESP
 1
 filename1.htm

 AIRO
Group Holdings, Inc.

 5001
Indian School Road NE, Suite 100

 Albuquerque,
NM 87110

 April
14, 2025

 VIA
EDGAR

 Office
of Technology

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Dale Welcome, Andrew Blume, Patrick Fullem and Jay Ingram

 Re:
 AIRO
 Group Holdings, Inc.

 Registration
Statement on Form S-1, as amended (File No. 333-285149)

 Request
for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AIRO Group Holdings, Inc. (the " Company ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended to date, the " Registration Statement ") and
declare the Registration Statement effective as of 4:00 p.m. Eastern time, on April 16, 2025, or as soon thereafter as possible, or at
such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Christina Roupas of Cooley LLP at (312)
881-6670 or, in her absence, Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 Very truly yours,

 AIRO Group Holdings, Inc.

 /s/
 Joseph Burns

 By:
 Captain
 Joseph D. Burns

 Title:
 Chief
 Executive Officer

 cc:

 Dr.
 Chirinjeev Kathuria, AIRO Group Holdings, Inc.

 Christina
 Roupas, Cooley LLP

 Yvan-Claude
 Pierre, Cooley LLP

 Courtney
 Tygesson, Cooley LLP

 Grady
 Chang, Cooley LLP

 Jonathan
 Sarna, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 14, 2025

 Office of Technology

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Dale Welcome, Andrew Blume, Patrick Fullem and
Jay Ingram

 Re:
 AIRO Group Holdings, Inc. (the "Company")

 Registration Statement on Form S-1,
as amended (File No. 333-285149)

 Ladies and Gentlemen:

 As representative
of the several underwriters of the Company's proposed initial public offering of common stock, we hereby join the Company's
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 pm (ET) on April 16, 2025, or as soon thereafter as is practicable.

 The following is supplemental
information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933, as amended (the "Act"):

 (i) Dates of distribution: April 10, 2025 through the date hereof.

 (ii) Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under
the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
the adequate distribution of the preliminary prospectus.

 (iii) We have been informed by the participating underwriters that they have complied and will 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,

 As Representative of the several Underwriters

 CANTOR FITZGERALD & CO.

 By:
 /s/ Beau Bohm

 Name:
 Beau
Bohm

 Title:
 Managing Director, Co-Head
of ECM

CORRESP
 1
 filename1.htm

 Christina
 T. Roupas
 +1
 312 881 6670
 croupas@cooley.com
 Via
 EDGAR

 April
10, 2025

 U.S.
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Dale
 Welcome
 Andrew Blume
 Erin Donahue
 Jay Ingram

 Re: AIRO
 Group Holdings, Inc.
 Registration Statement on Form S-1
 Filed February 21, 2025
 File No. 333-285149

 Ladies
and Gentlemen:

 On
behalf of AIRO Group Holdings, Inc. (the " Company "), we are providing this letter in response to comments (the
" Comments ") received from the staff of the U.S. Securities and Exchange Commission's Division of Corporation
Finance (the " Staff ") by letter dated March 5, 2025 with respect to the Company's Registration Statement
on Form S-1 filed on February 21, 2025 (as amended from time to time, the " Registration Statement "). The Company
is concurrently submitting Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which includes
changes to reflect responses to the Staff's Comments and other updates.

 Set
forth below are the Company's responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of
the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this
response letter correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined
in Amendment No. 1.

 Registration
Statement on Form S-1 filed February 21, 2025
Unaudited Pro Forma Condensed Consolidated Financial Information, page 71

 1. We
 note that this section contains a number of blanks which will be provided by amendment. Please
 be advised that we may have comments on the pro forma financial statements and related notes
 when it is substantially completed.

 The
Company respectfully advises the Staff that the pro forma financial statements and related notes contained in Amendment No. 1 are complete.

 Consolidated
Financial Statements
The Company and Summary of Significant Accounting Policies
Investor Notes at Fair Value, page F-13

 Cooley LLP 110 N. Wacker Drive Suite 4200 Chicago, IL 60606-1511 t: (312) 881-6500- f: (312) 881-6598 cooley.com

 2. Your
 disclosure states that certain Investor Notes were amended such that the company performed
 a significance test as of the modification date in accordance with ASC 470-50. Please revise
 your disclosure to address how the terms of amended investor notes differed from the original
 notes.

 In
response to the Staff's comment, the Company has revised the disclosure on pages F–24 and F–25 of Amendment No.
1.

 Revolving
Lines of Credit and Long-Term Debt
Investor Notes at Fair Value, page F-24

 3.
 We refer to the Investor Notes and have the following comments:

 ● Please
 revise your disclosure to indicate when the Investor Note agreements were entered into, the
 net carrying amounts of the extinguished debt, and the calculation of the loss on debt extinguishment.

 ● Please
 tell us where the Investor Notes were classified on your consolidated balance sheets prior
 to the extinguishment of the original Investor Notes.

 ● Please
 tell us the reason the loss on debt extinguishment is classified as interest expense on your
 statement of operations for the year ended December 31, 2024, rather than as a separate line
 item. Refer to ASC 470-50-40-2 for guidance.

 In
response to the Staff's comment, the Company has revised the disclosure on pages F-24 and F-25 of Amendment No. 1.

 As
indicated in the revised disclosure, the Company respectfully advises the Staff that the Investor Notes were classified as current maturities
of debt on its consolidated balance sheets prior to the extinguishment of the original Investor Notes.

 The
Company also respectfully advises the Staff that it is aware of the guidance in ASC 470-50-40-2 that a difference between the reacquisition
price of the debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment
as losses or gains and identified as a separate item. However, neither ASC 470-50-40-2 nor Regulation S-X specifies where in the income
statement the gains and losses should be presented. In addition, the KPMG Debt & Equity Financing Handbook, dated August 2023, Question
4.5.30, and the PricewaterhouseCoopers Debt Handbook, dated May 31, 2024, Section 12.11.1 provides guidance where the debtor and creditor
are unrelated parties, debt extinguishment gain or loss can be presented as interest expense as long as appropriate disclosures are included
as to where it was recorded. Due to this guidance and because the debtor and creditor of the Investor Notes are unrelated parties, the
Company believes that it has appropriately classified the extinguishment loss in interest expense and has provided additional disclosure
of the components of the loss in the applicable footnotes.

 Please
contact me at (312) 881-6670 with any questions or further comments regarding our responses to the Staff's comments.

 Sincerely,

 /s/
Christina T. Roupas

 Christina T. Roupas

 cc: Captain
 Joseph Burns, AIRO Group Holdings, Inc.
 Dr. Chirinjeev Kathuria, AIRO Group Holdings, Inc.
 Yvan-Claude Pierre, Cooley LLP
 Courtney Tygesson, Cooley LLP
 Grady Chang, Cooley LLP

 Cooley LLP 110 N. Wacker Drive Suite 4200 Chicago, IL 60606-1511 t: (312) 881-6500- f: (312) 881-6598 cooley.com

March 5, 2025
Captain Joseph Burns
Chief Executive Officer
AIRO Group Holdings, Inc.
5001 Indian School Road NE, Suite 100
Albuquerque, NM 87110
Re:AIRO Group Holdings, Inc.
Registration Statement on Form S-1
Filed February 21, 2025
File No. 333-285149
Dear Captain Joseph Burns:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 21, 2025
Unaudited Pro Forma Condensed Consolidated Financial Information, page 71
1.We note that this section contains a number of blanks which will be provided by
amendment. Please be advised that we may have comments on the pro forma financial
statements and related notes when it is substantially completed.
Consolidated Financial Statements
1. The Company and Summary of Significant Accounting Policies
Investor Notes at Fair Value, page F-13
2.Your disclosure states that certain Investor Notes were amended such that the
company performed a significance test as of the modification date in accordance with
ASC 470-50. Please revise your disclosure to address how the terms of amended
investor notes differed from the original notes.

March 5, 2025
Page 2
2. Revolving Lines of Credit and Long-Term Debt
Investor Notes at Fair Value, page F-24
3.We refer to the Investor Notes and have the following comments:

•Please revise your disclosure to indicate when the Investor Note agreements were
entered into, the net carrying amounts of the extinguished debt, and the
calculation of the loss on debt extinguishment.

•Please tell us where the Investor Notes were classified on your consolidated
balance sheets prior to the extinguishment of the original Investor Notes.

•Please tell us the reason the loss on debt extinguishment is classified as interest
expense on your statement of operations for the year ended December 31, 2024,
rather than as a separate line item. Refer to ASC 470-50-40-2 for guidance.
            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 Dale Welcome at 202-551-3865 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Christina T. Roupas

January 30, 2025
Captain Joseph Burns
Chief Executive Officer
AIRO Group Holdings, Inc.
5001 Indian School Road NE, Suite 100
Albuquerque, NM 87110
Re:AIRO Group Holdings, Inc.
Amendment No. 1 Draft Registration Statement on Form S-1
Submitted January 16, 2025
CIK No. 0001927958
Dear Captain Joseph Burns:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 8, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed January 16, 2025
Summary Consolidated Financial Data, page 14
We note your response to prior comment 5 indicates that pro forma financial
statements are not required and would not be material to an investor in light of the
information included in your filing. Considering the number of transactions that will
occur in connection with the closing of the offering and "given that the BCA
Transactions were not consummated," including, but not necessarily limited to, the
settlement of the Fixed Conversion Obligations and Investor Notes
and various issuances and vesting of common stock, please tell us, with reference to
Rule 11-01(a)(8) of Regulation S-X, how you determined that pro forma financial 1.

January 30, 2025
Page 2
statements reflecting such adjustments would not be material information to investors.
In doing so, quantify for us the estimated impact of such transactions, including the
total amount of debt expected to be converted or extinguished, the total stock-based
expense expected to be incurred, and any other gains or losses expected to be
recognized. Please also refer to the prohibition set forth in Rule 11-02(a)(12)(ii) of
Regulation S-X.
Non-GAAP Financial Measures, page 78
2.We note that you present adjusted EBITDA margin but do not present the most
directly comparable GAAP measure, net income (loss) margin, with equal or
greater prominence. Please revise your disclosure accordingly. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Division of
Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
Critical Accounting Policies and Estimates
Goodwill, page 89
3.We note the disclosure revisions made in response to prior comment 13, including
your disclosure on page 91 that the projected aircraft production timing for the Jaunt
Journey was revised to 2031 from the previous estimate of 2028. Please tell us and
revise your disclosures to clarify why the Jaunt Journey commercialization timing
change resulted in "an escalation of sales price" and explain how this disclosure is
consistent with the subsequent statement that the "foregoing escalation rate and
production volume of the Jaunt Journey remained consistent with prior year
projections."
Exhibits
4.We note your disclosure in the footnotes to the exhibit index that parts of certain
information has been redacted. If you intend to redact information pursuant to Item
601(b)(10)(iv) of Regulation S-K, please revise each applicable exhibit to include a
prominent statement on the first page of such redacted exhibit that certain identified
information has been excluded because it is both not material and the type of
information that the registrant treats as private or confidential. For instance, we note
Exhibits 10.15, 10.16, 10.17, 10.18, 10.19, 10.20, and 10.22 are marked as containing
omitted information, but do not contain the relevant statement.

January 30, 2025
Page 3
            Please contact Dale Welcome at 202-551-3865 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Christina T. Roupas

January 8, 2025
Captain Joseph Burns
Chief Executive Officer
AIRO Group Holdings, Inc.
5001 Indian School Road NE, Suite 100
Albuquerque, NM 87110
Re:AIRO Group Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted December 13, 2024
CIK No. 0001927958
Dear Captain Joseph Burns:
            We have reviewed your draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 13, 2024
General
1.Please revise, in the appropriate section, to describe the various factors considered in
determining the offering price. Refer to Item 505(a) of Regulation S-K.
2.Please revise, in the appropriate section, to include a description of your property.
Refer to Item 102 of Regulation S-K.
3.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.

January 8, 2025
Page 2
Industry and Other Data, page iii
4.We note your disclosure that certain industry data included in your registration
statement was obtained from third-party sources. Please clarify whether you
commissioned any of the third-party data presented in your registration statement. To
the extent that you commissioned any such data, please provide the consent of the
third party in accordance with Rule 436 of the Securities Act.
Summary Consolidated Financial Data, page 14
5.We note the place holders in your table for "Pro forma net loss per share" and "Pro
forma weighted-average shares" that will be computed using "pro forma net loss."
Please provide pro forma financial statements pursuant to and compliant with Article
11 of Regulation S-X. In doing so, ensure the pro forma financial statements reflect all
transactions expected to occur in connection with your offering, such as the
conversion of debt and the vesting of stock-based awards.
Risk Factors
Our amended and restated certificate of incorporation will provide that the Court of
Chancery..., page 55
6.We note your disclosure that the federal district courts shall be the exclusive forum for
actions arising under the Securities Act. Please state that there is uncertainty as to
whether a court would enforce such provision.
Use of Proceeds, page 64
7.We note your disclosure regarding the intended use of proceeds. Please revise to
include the approximate amount intended to be used for each purpose. Refer to Item
504 of Regulation S-K.
8.We note you intend to use a portion of the proceeds to repay certain convertible
promissory notes. Please revise to include a description of the promissory notes to be
paid, including the amount outstanding, interest rate, and maturity date. Refer to
Instruction 4 to Item 504 of Regulation S-K. Also please ensure the use of proceeds
section is consistent with the business combinations section beginning on page 73 and
investor notes section on page 83.
Business Combinations, page 73
9.Please revise your disclosure to clarify the amount outstanding under the Sky-Watch
Promissory Note. Also please clarify if the amount outstanding under the Sky-Watch
Promissory Note will become due five business days following this offering. If so,
please discuss the impact the payments will have on your liquidity and capital
resources after the offering. Also disclose the source of the funds to be used to make
such payments.

January 8, 2025
Page 3
Key Factors Affecting Our Performance
Global Supply Chain, page 74
10.We note your disclosure on page 24 that you expect current supply chain issues to
continue into 2025. Please discuss whether supply chain disruptions materially affect
your outlook or business goals. Specify whether these challenges have materially
impacted your results of operations or capital resources and quantify, to the extent
possible, how your sales, profits, and/or liquidity have been impacted.
11.We note you have implemented actions and programs designed to mitigate the
impacts of supply chain disruptions. Revise to discuss known trends or uncertainties
resulting from mitigation efforts undertaken. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
Investor Notes, page 83
12.Please revise this section to clarify the maturity date of each investor note. We note
disclosure that certain investor notes are to be paid prior to the closing of the BCA
Transactions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Goodwill, page 89
13.Given the significant goodwill recorded in your Electric Air Mobility segment, a
"development stage" segment which has not generated significant revenue to-date,
please expand your disclosures related to the 2024 impairment test to address the
following:

•Discuss the changes to your revenue assumptions that resulted in an increase
of projected revenue in years 1 and 2 of commercialization as compared to prior
revenue estimates from your prior year testing date of October 1, 2023 for the
same two-year period.

•Please address your current estimate of when you expect commercialization for
the Jaunt Journey and the downscaled cargo version of the Jaunt Journey will take
place and how the timelines changed from prior impairment assessments.

•Your disclosure states that “Mid-term and long-term EBITDA projections at
maximum capacity have not significantly changed compared to our prior year
testing date of October 1, 2023, but the shifting and corresponding discounting of
these projections resulted in a significant decrease in the fair value of the Electric
Air Mobility segment, which indicated impairment.” Please more fully explain
how your EBITDA projections have shifted.

•Disclose in reasonable detail your plans for this reporting unit to achieve
profitability in the future. Your discussion should address the likelihood and
anticipated timing of your plans and assumptions coming to fruition.

January 8, 2025
Page 4
Business
Overview, page 95
14.Please provide a basis for the statements relating to the total addressable market for
your four business segments. If these estimates are based on industry reports, provide
a citation to such reports. Please make corresponding changes to page 6.
Employment Arrangements with our Named Executive Officers, page 133
15.Please disclose if you have entered into employment agreements with each of your
named executive officers. If you have entered into employment agreements with these
executive officers, please provide a description and file the agreements as exhibits to
your registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page
151
16.Please clarify if the Court of Chancery of the State of Delaware exclusive forum
provision applies to the Exchange Act.
            Please contact Dale Welcome at 202-551-3865 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Christina T. Roupas