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1、2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm1/258S-1/A 1 forms-1a.htm S-1/A As filed with the Securities and Exchange Commission on May 20,2025.Registration No.333-285149 UNITED STATES

2、SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.2 TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 AIRO Group Holdings,Inc.(Exact name of registrant as specified in its charter)Delaware 3721 88-0812695(State or other jurisdiction ofincorporation or organization)(Pr

3、imary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)5001 Indian School Road NE,Suite 100Albuquerque,New Mexico 87110(505)338-2434(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Captain Joseph D.BurnsChi

4、ef Executive Officer5001 Indian School Road NE,Suite 100Albuquerque,New Mexico 87110(505)338-2434(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Christina T.RoupasYvan-Claude PierreCourtney M.W.TygessonGrady ChangCooley LLP110 N.Wacker Drive,S

5、uite 4200Chicago,Illinois 60606(312)881-6500 Dr.Mariya PylypivChief Financial Officer5001 Indian School Road NE,Suite 100Albuquerque,New Mexico 87110(505)338-2434 Christopher LuekingJonathan Sarna330 North Wabash Avenue,Suite 2800Chicago,Illinois 60611(312)876-7700 Approximate date of commencement o

6、f proposed sale to the public:As soon as practicable after this Registration Statement is declared effective.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this

7、 form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this form is a post-effective ame

8、ndment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(d)under the Securi

9、ties Act,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting

10、company,or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting company Emerging growth

11、company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Regi

12、stration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as ame

13、nded,or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/0

14、00164117225011785/forms-1a.htm2/258 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is declared effective.This preliminary prospectus is not an offer t

15、o sell these securities and is not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED MAY 20,2025 PRELIMINARY PROSPECTUS 5,000,000 Shares Common Stock This is the initial public offering of our common stock,par value$0.

16、000001 per share.We are offering 5,000,000 shares of our common stock.We currently expect that the initialpublic offering price will be between$14.00 and$16.00 per share of our common stock.Prior to this offering,there has been no public market for our common stock.We have beenapproved to list our c

17、ommon stock on the Nasdaq Global Market(“Nasdaq”)under the symbol“AIRO,”and this offering is contingent upon obtaining approval of such listing.We are an“emerging growth company”and a“smaller reporting company”as defined under the U.S.federal securities laws and,as such,may elect to comply with cert

18、ainreduced public company reporting requirements in future reports after the closing of this offering.See the section titled“Prospectus SummaryImplications of Being an EmergingGrowth Company and a Smaller Reporting Company.”Investing in our common stock involves risks.See the section titled“Risk Fac

19、tors”beginning on page 16 of this prospectus to read about factors you should considerbefore buying shares of our common stock.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthfu

20、l or complete.Any representation to the contrary is a criminal offense.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us(2)$(1)We have also agreed to issue to certain of the underwriters warrants exercisable for the number of share

21、s of our common stock equal to 5%of the total number of shares ofcommon stock sold in this offering(which we refer to as the“Underwriters Warrants”).See the section titled“Underwriting”for additional information regarding underwritingdiscounts and commissions,expenses,and other compensation payable

22、to the underwriters.(2)The proceeds,before expenses,to us presented in this table do not give effect to any exercise by the underwriters of(i)the option we have granted to the underwriters to purchaseadditional shares of our common stock from us as described below or(ii)the Underwriters Warrants.The

23、 executive chairman of our board of directors,Chirinjeev Kathuria,has indicated an interest in purchasing up to an aggregate of$5 million in shares of our common stock inthis offering at the initial public offering price and on the same terms as the other purchasers in this offering.Because this ind

24、ication of interest is not a binding agreement or commitmentto purchase,Dr.Kathuria may determine to purchase more,less or no shares in this offering or the underwriters may determine to sell more,less or no shares to Dr.Kathuria.Theunderwriters will receive the same discount on any of these shares

25、of common stock purchased by Dr.Kathuria as they will from any other shares sold to the public in this offering.We have granted the underwriters an option to purchase up to 750,000 additional shares of our common stock from us at the public offering price,less underwriting discounts andcommissions,f

26、or a period of 30 days from the date of this prospectus to cover over-allotments,if any.Delivery of the shares of our common stock is expected on or about ,2025.Cantor BTIG Mizuho Bancroft Capital,LLC Prospectus dated ,2025 2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-

27、1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm3/258 TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS16SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS58MARKET,INDUSTRY AND OTHER DATA60DIVIDEND POLICY61USE OF PROCEEDS62CAPITALIZATION63DILUTION65UNAUDITED PRO FO

28、RMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION68MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS75BUSINESS96MANAGEMENT125EXECUTIVE AND DIRECTOR COMPENSATION133CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS144PRINCIPAL STOCKHOLDERS145DESCRIPTION OF CAPITAL

29、STOCK147SHARES ELIGIBLE FOR FUTURE SALE151MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERS154UNDERWRITING158LEGAL MATTERS170EXPERTS170WHERE YOU CAN FIND MORE INFORMATION170INDEX TO FINANCIAL STATEMENTSF-1 We and the underwriters have not authorized anyone to provide any information

30、 or to make any representations other than those contained in this prospectus or in any free writingprospectuses by or on behalf of us.Neither we nor the underwriters take any responsibility for,and cannot provide any assurance as to the reliability of,any other information that othersmay provide yo

31、u.The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus,as applicable,regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the

32、 securities offered hereby.Our business,operating results,financial condition and prospects may have changed since that date.This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so.Neither we nor any of theu

33、nderwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than inthe United States.Persons who have come into possession of this prospectus in a jurisdiction outside the Unite

34、d States are required to inform themselves about and to observe anyrestrictions relating to this offering and the distribution of this prospectus.i2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms

35、-1a.htm4/258 CERTAIN DEFINED TERMS AAV means autonomous aerial vehicles.Acquired Companies means,collectively,Aspen Avionics,Agile Defense,CDI,AIRO Drone,Sky-Watch,and Jaunt.AIRO Drone means AIRO Drone LLC,a subsidiary entity we acquired on February 25,2022,which makes up a portion of our Drones rep

36、ortable segment.Agile Defense means Agile Defense,LLC,a subsidiary entity we acquired on February 25,2022,which makes up a portion of our Training reportable segment.Aspen Avionics means Aspen Avionics,Inc.,a subsidiary entity we acquired on April 1,2022,which makes up our Avionics reportable segmen

37、t.BCA Transactions means a series of transactions that would have occurred pursuant to the Business Combination Agreement and resulted in us becoming a wholly-owned subsidiary ofAIRO Group,Inc.with AIRO Group,Inc.becoming a publicly listed company.Business Combination Agreement means the Business Co

38、mbination Agreement,as amended,between Kernel Group Holdings,Inc.,a Cayman Islands exempted company,AIRO Group,Inc.,a Delaware corporation,Kernel Merger Sub,Inc.,a Delaware corporation and a wholly owned subsidiary of AIRO Group,Inc.,AIRO Merger Sub,Inc.,a Delaware corporation and awholly owned subs

39、idiary of AIRO Group,Inc.,VKSS Capital,LLC,a Delaware limited liability company,in the capacity as the representative for the stockholders of Kernel GroupHoldings,Inc.and AIRO Group,Inc.and also in the capacity as Kernel Group Holdings,Inc.s sponsor,and Dr.Chirinjeev Kathuria,in the capacity as the

40、representative for ourstockholders.BVLOS means beyond visual line of sight,which refers to drone operations where the drone is not visible to the pilot.CDI means Coastal Defense Inc.,a subsidiary entity we acquired on April 26,2022,which makes up a portion of our Training reportable segment.Civil Av

41、iation Authorities means the TCCA,the FAA,and the EASA.DaaS means Drone as a Service,including but not limited to,surveillance services for businesses interested in monitoring,surveying,and evaluating their properties.DFARS means the Defense Federal Acquisition Regulation Supplement.DHS means the U.

42、S.Department of Homeland Security.DoD means the U.S.Department of Defense.EASA means the European Union Aviation Safety Agency.ENAC means the National Civil Aviation Agency of Brazil.EU means the European Union.eVTOL means electric vertical take-off and landing.FAA means the Federal Aviation Adminis

43、tration.FAR means the Federal Acquisition Regulation.GNSS means the global navigation satellite system,a term that refers to the global satellite positioning systems.GPS means the global positioning system,a form of GNSS using DoD-developed satellites.IDIQ contract means a DoD indefinite delivery in

44、definite quantity contract.ISR means intelligence,surveillance and reconnaissance.Jaunt means Jaunt Air Mobility LLC,a subsidiary entity we acquired on March 10,2022,which makes up our Electric Air Mobility reportable segment.JTAC means joint terminal attack controller training.mUAS means mini unman

45、ned aircraft systems.NAS means the U.S.National Airspace System.NASA means the National Aeronautics and Space Administration.NATO means the North Atlantic Treaty Organization.OEM means original equipment manufacturer.Put-Together Transaction means the acquisition of the Acquired Companies which are

46、now organized into our four reportable segments,each with a diverse set of partners and customers:(i)Drones,through our subsidiaries,AIRO Drone and Sky-Watch;(ii)Avionics,through our subsidiary,Aspen Avionics;(iii)Training,through our subsidiaries,Agile Defense and CDI;and(iv)Electric Air Mobility,t

47、hrough our subsidiary,Jaunt.Put-Together Transaction Notes means the convertible promissory notes,as amended,that we entered into with equity holders of AIRO Drone,Agile Defense and CDI in connection withthe Put-Together Transaction.SEAL teams means the U.S.Navy Sea,Air,and Land teams.Sky-Watch mean

48、s Sky-Watch A/S,a subsidiary entity we acquired on March 28,2022,which makes up a portion of our Drones reportable segment.sUAS means small unmanned aircraft systems.TCCA means Transport Canada Civil Aviation.UAM means urban air mobility.UAS means unmanned aircraft systems.USAF means the U.S.Air For

49、ce.2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm5/258ii2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/0

50、00164117225011785/forms-1a.htm6/258 BASIS OF PRESENTATION As used in this prospectus,unless the context otherwise requires,references to“we,”“us,”“our,”the“Company,”“AIRO,”“AIRO Group,”“AIRO Group Holdings”andsimilar references refer to AIRO Group Holdings,Inc.together with its subsidiaries.Our cons

51、olidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America(“GAAP”).Our fiscal yearends on December 31 of each year.References to fiscal 2023 and 2024 are references to the years ended December 31,2023 and 2024,respecti

52、vely.Our most recent fiscal year ended onDecember 31,2024.Our unaudited interim condensed consolidated financial statements as of March 31,2025 and for the three-month periods ended March 31,2025 and 2024 have been prepared inaccordance with GAAP for interim financial information.In the opinion of m

53、anagement,the accompanying unaudited interim condensed consolidated financial statements reflect alladjustments,consisting of normal recurring adjustments,considered necessary for a fair presentation of such interim results.The condensed consolidated balance sheet as of December 31,2024 has been der

54、ived from the audited consolidated financial statements as of that date,but do not include all of the information and footnotes required by GAAP for complete financialstatements as of an annual date.Certain monetary amounts,percentages and other figures included in this prospectus have been subject

55、to rounding adjustments.Percentage amounts included in this prospectushave not in all cases been calculated on the basis of such rounded figures,but on the basis of such amounts prior to rounding.For this reason,percentage amounts in this prospectus mayvary from those obtained by performing the same

56、 calculations using the figures in our consolidated financial statements included elsewhere in this prospectus.Certain other amounts thatappear in this prospectus may not sum due to rounding.TRADEMARKS This prospectus contains references to our trademarks and to trademarks belonging to other entitie

57、s.Solely for convenience,trademarks and trade names referred to in thisprospectus,including logos,artwork and other visual displays,may appear without the or symbols,but such references are not intended to indicate,in any way,that their respectiveowners will not assert,to the fullest extent under ap

58、plicable law,their rights thereto.We do not intend our use or display of other companies trade names or trademarks to imply arelationship with,or endorsement or sponsorship of us by,any other companies.iii2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.se

59、c.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm7/258 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary does not contain all of the information you should consider before investing in ourcommon stock.Before investing in our co

60、mmon stock,you should read this entire prospectus carefully,especially the sections titled“Risk Factors,”“Special Note Regarding Forward-Looking Statements,”and“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and our consolidated financial statements and the rel

61、atednotes appearing elsewhere in this prospectus.Overview We are a technologically differentiated aerospace,autonomy,and air mobility platform targeting 21st century aerospace and defense opportunities.We leverage decades ofindustry expertise and connections across the drone,aviation,and avionics ma

62、rkets to provide leading solutions to the aerospace and defense market.We offer connected anddiversified solutions providing operational synergies across our segments and are powered by an international footprint as well as supplier and public sector relationships.Supportedby complementary and innov

63、ative technologies,we believe we bring a unique value proposition to the market and are well-positioned to become a differentiated leader in the industry.Our business is organized into four operating segments,each of which represents a critical growth vector in the aerospace and defense market:Drone

64、s,Avionics,Training,andElectric Air Mobility.These four segments collectively target a combined total addressable market estimated to be over$315.4 billion by 2030.Drones.The Drones segment develops,manufactures,and sells drones and will provide drone services,such as DaaS,for military and commercia

65、l end users.Our militarydrones are sold through our Sky-Watch brand,which is a key supplier to European NATO countries.A critical point of differentiation lies in our drones ability to perform in a GPS-denied environment,which is a technology application relevant for both military and commercial end

66、 markets.Avionics.The Avionics segment develops,manufactures,and sells avionics for military and general aviation aircraft,drones,and eVTOLs.Our advanced avionics productsinclude flight displays,Connected Panels,and GPS/GNSS sensors,all of which have been installed on legacy military aircraft and ge

67、neral aviation platforms.We sell our advancedavionics through our Aspen Avionics brand,which is well-recognized in the general aviation aftermarket sector with over 20 years of operating history and long-term customer loyaltyfor our value proposition.We also serve as an avionics supplier for OEMs,in

68、cluding Robinson Helicopters,Pilatus,and Honeywell.We believe our avionics solutions have aconsiderable market opportunity as general aviation fleets continue to age,with owners and operators seeking to upgrade the avionics technology on their aircraft.12025/5/21 15:00sec.gov/Archives/edgar/data/192

69、7958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm8/258 Training.The Training segment currently provides military pilot training and will provide commercial pilot training in the future.We offer professional training andconsulting servi

70、ces to the U.S.military,select NATO countries,and other U.S.allies under our CDI brand.These offerings include adversary air,close air support,ISR aircraft leasing,pilot training ground liaison services,and JTAC,as well as full joint theatre ISR and simulated ground strike training.We work closely w

71、ith special military forces such as SEALteams,the U.S.Naval Air Warfare Center,and USAF Air Combat Command,and are a mandated recipient on a$5.7 billion IDIQ contract.Our personnels top security clearances andestablished relationships at the Pentagon provide us with a differentiated ability to bid o

72、n mandates.We also plan to offer commercial pilot training and plan to expand our non-militarycapabilities in response to the global pilot shortage.Electric Air Mobility.The Electric Air Mobility segment is developing a rotorcraft eVTOL for cargo and passenger use through our Jaunt brand for fixed r

73、oute flights,on-demand trips,and cargo operations.Our research and development(“R&D”)efforts are focused on developing a cargo eVTOL platform,which will be a scaled-down version of ourpassenger eVTOL platform,and will target the attractive middle mile delivery cargo market.Meanwhile,our long-term R&

74、D efforts are focused on developing a full-scale multi-roleeVTOL platform,which will be able to serve both the cargo and passenger markets.We plan to certify our eVTOLs through existing CAR 529 Rotorcraft standards,with our platformincluding the best attributes of both rotary and fixed wing aircraft

75、.Our patented compound rotorcraft technology,a core point of technological differentiation that will underpin ourcargo eVTOLs commercial capability,has over 300 piloted flight hours on multiple Jaunt demonstrator aircraft.We believe the range and payload capabilities driven by thistechnology uniquel

76、y position us to provide a compelling commercial solution for the eVTOL cargo market.Once developed and certified,we expect our cargo eVTOL program willserve as the foundation of our commercialization efforts,with passenger applications serving as a longer-term secondary initiative.Our Platform Our

77、business is thoughtfully interconnected as we seek to leverage each segments full capabilities and drive synergies,creating a significant competitive advantage.We aresynergistically leveraging our field-proven product track record particularly through our Drones and Avionics brands to drive opportun

78、ities across our platform.The manufacturingcapabilities of our Avionics segment enable us to supply most of our own components for our drone and aircraft systems,including our eVTOL aircraft,which enhances our productquality and reduces production costs.Our deep,long-term relationships with the U.S.

79、government and NATO countries that underpin our Training and Drones segments provide uswith access to key decisionmakers,which provides us with new business opportunities.Our Electric Air Mobility platform represents a significant future growth opportunity to expandinto cargo and passenger eVTOLs wh

80、ile also providing an original equipment(“OE”)platform for new products and services across our other segments.In addition,we are able to utilize our certification capabilities to improve time to market for the introduction of products and services.These offerings leverage our U.S.andinternational s

81、ales and manufacturing capabilities to reduce costs and expand our market footprint.This capability also helps us swiftly integrate new avionics,electronics,andartificial intelligence(“AI”)into our products,all while sharing the intra-segment R&D insights that drive our high-quality,interconnected p

82、roducts and services.22025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm9/258 Our Competitive Strengths We are an at scale,integrated aerospace and defense platform with multiple solutions a

83、nd services in the high-growth aerospace and defense categories.Our competitiveadvantages include:Cross-Platform Strategy Generates Operational and Product Synergies Our business is thoughtfully interconnected to leverage each segments full capabilities,with synergies driving growth in new customer

84、categories,geographies,and productlines that would not be attainable as standalone entities.Each of our segments benefits from operational synergies in certification,economies of scale,shared R&D insights andintegration of products and services across a global platform with operations in the United

85、States,Canada and Denmark.Accordingly,our platform generates a considerable positivenetwork effect,with shared access to commercial,technological,and public sector relationship resources,including the United States,EU members,NATO countries and otherinternational allies of the United States,which dr

86、ive growth and innovation to meet customer needs.Fulsome Product Assortment Targeting Actionable Market Opportunities We offer differentiated technologies and diversified product offerings across the Drones,Avionics,Training,and Electric Air Mobility segments for both military andcommercial end user

87、s.Our product lineup is competitively designed to take advantage of key opportunities in the aerospace and defense sector,focusing on areas with potential forfuture growth.Additionally,the collaboration between our R&D and commercial teams ensures that our products are both market-relevant and comme

88、rcially available.With offeringsranging from training to drones to services to avionics,we address the marketplace of tomorrow.Talented Management Team Possesses Robust Operational Experience and Deep Private and Public Sector Relationships Our robust leadership team possesses over 150 years of comb

89、ined operating experience and industry success in the aerospace and defense market.We maintain strongrelationships with key contacts within the U.S.government and NATO,as well as regulatory agencies,such as the FAA,DHS,and NASA,which has provided us with access to keydecisionmakers to secure new bus

90、iness and enable us to build the trust necessary to offer additional functions and features for our products and services.For example,certain membersof our management team currently serve on various boards for several government agencies and have held military leadership positions in the past.These

91、relationships are critical tothis industry and have enabled us to initiate discussions with key government officials,which is a significant barrier to entry.We believe our established relationships are a core pointof differentiation that will support our future success.32025/5/21 15:00sec.gov/Archiv

92、es/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm10/258 Exceptional R&D that Supports the Potential for Industry-Leading Products We have a history of developing and launching innovative products,with our product advan

93、tage rooted in our exceptional R&D capabilities.From prototyping to certificationto commercialization,our ability to launch solutions with strongly differentiated technology and direct product market fit is core to our platform.Our innovative,technology-additivesolutions are underpinned by a robust

94、new product development pipeline supported by our platform.Moreover,critical human capital interdependencies between our various segmentshave provided a positive network effect,increasing the quality and efficiency of our development process.This has been proven out particularly in our Drones and Av

95、ionics segments,where the RQ-35 Heidrun and Connected Panel solutions,respectively,have proven to be compelling value propositions in their end markets.Market Opportunity The defense industry is affected by geopolitical and security issues.Conflicts in Ukraine,the Middle East,and heightened geopolit

96、ical tension in the Pacific region haveelevated global security concerns.This has caused many governments to increase their focus on defense and security,leading to a rise in defense spending and a growing willingness toadopt new technologies and solutions.Specifically,beginning in 2014 in response

97、to Russias illegal annexation of Crimea and amid broader instability in the Middle East,NATOcountries agreed to commit 2%of their national gross domestic product(“GDP”)to defense spending to help ensure the continued military readiness of NATO allies.According toNATO,23 NATO countries are expected t

98、o meet or exceed the target of investing at least 2%of GDP in defense in 2024,compared to only three NATO countries in 2014.Over thepast decade,European allies of the United States and Canada have steadily increased their collective investment in defense by 41.3%,and are investing a combined total o

99、f more than$430 billion in defense spending in 2024.Moreover,NATO has recently signaled it will increase its defense spending benchmark from its current 2%of GDP target.Current NATOSecretary General,Mark Rutte,has acknowledged the“goal of 2%,set a decade ago,will not be enough to meet the challenges

100、 of tomorrow”and that NATO members will have toincrease spending by“considerably more than 3%.”In order to ensure that these funds are spent in the most effective and efficient way to acquire and deploy modern capabilities,NATO countries have also agreed that at least 20%of defense expenditure shoul

101、d be devoted to major new equipment,including associated R&D perceived as a crucial indicator forthe scale and pace of modernization.These tailwinds support the development of a new market leader in the aerospace and defense market,with the emergence of new technologiessuch as 5G,artificial intellig

102、ence,and advanced autonomous vehicles creating new commercial opportunities.Drones.Global conflicts,particularly the conflict between Russia and Ukraine,have led to an increase in military spending and investment in new technologies solutions suchas drones.According to the Precedence Military Drones

103、 Report,the military drone market size is expected to reach approximately$24.75 billion by 2030.Key demand drivers includethe rise of asymmetrical warfare,new avionics,and the inherent user safety advantages of drones over manned systems.We believe that our products will continue to play a role in t

104、hearsenals of the future,including through NATO countries.In addition,we believe that the U.S.militarys transformation into a smaller,more agile force that operates via a network ofobservation,communication,and precision targeting technologies will continue to accelerate the acceptance and use of sm

105、all drone military operations around the world.42025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm11/258 In addition,commercial drone use is gaining momentum as multiple industries are incor

106、porating drones into their daily business functions,given the wide range ofapplications,including monitoring,inspection and surveillance.According to the Grand View Drone Report,it is anticipated that worldwide drone revenues will reach$163.5 billionby 2030.For example,farmers are using drones to in

107、spect and spray their crops,which improves yields,construction sites are adopting drones to survey and monitor land,whichimproves workplace safety,and companies are using drones to inventory product in factories and warehouses,which improves efficiency.Additionally,drones are being usedincreasingly

108、to transport and deliver goods.For example,hospitals are deploying drones to deliver critical medicine and other medical supplies to remote and underserved regions,while logistics companies are using drones to transport cargo between locations,expediting deliveries.As the commercial drone industry m

109、atures,we believe that aircraft and theircomponents subsystems will become more commoditized,with additional pockets of growth expected in services and service-derivative revenues.The trajectory of commercial droneapplications is well-aligned with our business strategy,which includes a focus on comm

110、ercializing multiple types of value-added drone solutions to meet various end user and industryneeds.Avionics.New aircraft production and upgrades to existing aircraft are driving demand for our avionics solutions.We believe the market places a premium on avionicssolutions like ours that have capabi

111、lities such as improved flight controls,communications and navigation capabilities,and flight monitoring.Continued technological advances inavionics and aging general aviation fleets are expected to drive growth for the general aviation avionics aftermarket.Training.Overall demand for military fligh

112、t training is expected to grow as countries around the world increase defense spending and outsource flight training to the privatesector.Key market drivers include outsourcing of military training,technological advancement,and the ongoing pilot shortage.Additionally,the DoD has awarded over$13.7 bi

113、llionin military aviation training contracts since 2015,representing a new public-private sector market norm.In the commercial market,the same shortage of trained pilots serves as themain driver of demand.According to the Fortune U.S.Pilot Training Report,the commercial training market is projected

114、to grow from$1.8 billion in 2023 to over$4.9 billion in 2030,representing a CAGR of 15.4%.Electric Air Mobility.According to the Morgan Stanley Report,it is estimated that the global electric air mobility market may grow to approximately$55 billion by 2030 andto approximately$1 trillion by 2040.We b

115、elieve that autonomous aerial cargo is one of the largest unaddressed segments within the EAM market,with an additional actionableopportunity in passenger transportation.We expect both of these segments will provide a substantial market opportunity.While the electric air mobility market is in its na

116、scent stage,we believe that the growing prevalence of e-commerce,rising labor costs in traditional ground transportation,traffic congestion and the continued advancement in AAV technologywill lead to growing demand for cargo solutions based on AAVs.In addition,the implementation of government regula

117、tions and creation of federal and state incentives has started tomeaningfully influence consumer behavior by increasing the focus on emissions standards and targets and leading to greater interest in aircraft electrification.Ultimately,cargorepresents the most actionable near-term end market owing t

118、o its large commercial opportunity and reduced technological hurdles.Our Growth Strategies We are a growing platform built off a successful mergers and acquisitions(“M&A”)strategy,with a robust pipeline of future commercial opportunities.Our growth strategiesare rooted in a bold and focused vision f

119、or the future,with a mix of organic and inorganic growth initiatives.Within each of our segments,there are several opportunities to increasemarket share and penetrate new business areas.52025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edg

120、ar/data/1927958/000164117225011785/forms-1a.htm12/258 Organically grow existing business line capabilities We intend to make substantial investments in our sales and marketing,analytics,and communications functions to support our expansion within current markets and intofuture and specialized market

121、s within each of our segments.We have identified specific opportunities to invest in organic growth,including procuring additional aircraft to expand thecapabilities of the Training segment,launching larger screen form factor avionics with increased functionality,and iteratively developing our exist

122、ing drone technology to enter newcommercial end markets.With strong customer relationships and a focus on loyalty and satisfaction,we will continue to upsell and cross-sell across our portfolio,which in conjunctionwith investments in marketing and brand positioning will bolster our brand awareness.F

123、inally,we are planning on both measured geographic expansion and targeting new customerend markets,which will further expand our addressable market.Develop and commercialize new products and services and expand certification of new and future products and services.Our segment specific initiatives ar

124、e as follows:Drones.We intend to launch U.S.production of our military drones and subsequently seek DoD Blue UAS drone certification,which we currently estimate will takeapproximately six months to achieve and will allow us to sell drones to the DoD.This certification process involves sponsors in va

125、rious U.S.military branches supporting ourproduct,with full certification essentially contingent on U.S.-domiciled production.In addition,we intend to expand our drone and DaaS offerings into new verticals,including agricultural,security,and industrial applications,leveraging our GPS denied technolo

126、gy proposition as the leading edge of our value proposition owing to itsinherent product-market fit.Avionics.We intend to focus our R&D activities on integrated avionics for our cargo eVTOL platform,the Jaunt Journey,and other eVTOLs as well as training aircraft incurrent markets.We believe focusing

127、 on in-flight controls,navigation,and communications will lead us to experience strong growth through organic expansion opportunitiesdesigned to expedite the development of integrated systems for both internal platforms and external OEM initiatives.With a history of providing innovative avionics for

128、 over20 years,Aspen Avionics is primed to launch products for the aircraft of tomorrow.Training.We intend to expand our current training capabilities through the acquisition of a flight school for commercial flight training and the launch of a fixed wing militarysimulation service offering.Our train

129、ing capabilities will be further enhanced by the acquisition of additional training aircraft through our acquisition of a flight school orotherwise.Additionally,we plan to offer drone and electric air mobility flight training to take advantage of these rapidly growing markets.Electric Air Mobility.W

130、e intend to develop,certify,and commercialize our eVTOL aircraft.We anticipate certification of our 33%downscaled cargo eVTOL under dronerules as early as 2027 and expect our first passenger production aircraft to be certified by the TCCA under existing CAR 529 Transport Category Rotorcraft airworth

131、inessrules as early as 2031.62025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm13/258 Leverage Public Sector Relationships and Security Clearances to Drive Business.Our deep public sector re

132、lationships and security clearances enable us to bid on government requests for proposals(“RFPs”)and drive brand awareness of our drone,eVTOL,avionics,and training solutions with key military decision makers.For example,members of our management team maintain close relationships with the highest lev

133、els of governmentaround the world,including military leaders,ambassadors,and defense attachs from NATO and its allies.Our senior leadership team has also held and/or currently holds positions onvarious government committees across the FAA,Pentagon,and White House.Key employees also possess extensive

134、 military leadership experience having served in U.S.specialforces units.This competitive moat grants us enviable access to key growth end markets and unlocks commercial synergies between our various segments.Partnering with other firms on commercial ventures to drive technology convergence.Partners

135、hips allow us to expedite development of customer solutions by bringing together critical technologies across the aerospace and defense marketplace.For example,our Sky-Watch brand has critical partnerships with companies such as Palantir and Helsing that have boosted our drones capabilities.For our

136、Electric Air Mobility segment,partnerships have been and will be at the forefront of our eVTOL platforms integrated and convergent technology advantage-not only for the end-product but also in the areas ofmanufacturing,engineering and supply chain.New partnerships in AI and machine learning are also

137、 being explored in the Drones segment as well as virtual training systempartnerships in the Training segment.Strategically acquire businesses and technologies to enhance our offerings.We were formed in August 2021 for the purpose of acquiring and integrating various companies engaged in the aerospac

138、e and defense industry.Since our founding,includingthe Put-Together Transaction,we have gained experience in successfully integrating businesses,and will continue to focus on thoughtful strategic acquisitions as a key component ofour business growth strategy.For example,the drone and avionics market

139、s are primed for consolidation due to the lack of scale,capital,and resources necessary for expansion bymany drone and avionics companies,and we have identified and are actively evaluating a wide range of strategic opportunities for expansion.We believe our acquisition strategy willenable us to expa

140、nd our footprint and opportunities in new and existing areas,strengthen our customer base and market share and improve overall brand recognition.Continual investment in software,AI,and machine learning to expand solutions capabilities and increase operational efficiencies.We plan on building out our

141、 software,AI,and machine learning capabilities to help our customers solve more complex problems and bring additional capabilities to themarketplace.In addition,we intend to offer new product and service lines to ensure our customers are equipped with the proper tools for their evolving needs.These

142、investments areexpected to further bolster our cross-platform network effort to help support future R&D and new product development.These initiatives will also help us streamline our internalprocesses and optimize our supply chain,which will support further growth.72025/5/21 15:00sec.gov/Archives/ed

143、gar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm14/258 Risk Factors Summary Our business is subject to numerous risks and uncertainties,including those highlighted in the section titled“Risk Factors”immediately following t

144、his prospectus summary.The following is a summary of the principal risks we face:We have a limited operating history in new and evolving markets,which may make it difficult to evaluate our current business and future prospects and increase the riskof your investment.We are an early-stage company wit

145、h a history of losses,and we expect to incur significant expenses and continuing losses for the foreseeable future.Our failure to comply with covenants under debt instruments could adversely affect our business and financial condition.We have made and may in the future make acquisitions and investme

146、nts,which involve numerous risks.We may not be able to successfully integrate the businesses and personnel of acquired companies and businesses,including those acquired in the Put-TogetherTransaction,and may not realize the anticipated synergies and benefits of such acquisitions.We face significant

147、competition from other companies,many of which have substantially greater resources than we do.We may not be able to keep pace with technological advances and we depend on advances in technology by other companies.We may not be able to produce aircraft in the volumes or on the timelines that we anti

148、cipate.In order to reach production for our aircraft,we need to develop complex software and technology systems in coordination with our partners and suppliers,and there canbe no assurance such systems will be successfully developed.We may be unable to acquire additional aircraft to support our Trai

149、ning segment on acceptable terms or at all.Due to the nature of our products and services,a product safety failure,quality issue or other failure affecting our or our customers or suppliers products or systemscould seriously harm our business.Our future success depends on the continuing efforts of o

150、ur key personnel and on our ability to attract and retain highly skilled personnel and senior management.82025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm15/258 We rely on a limited number

151、 of suppliers in Canada and Europe for critical components and raw materials used to manufacture and develop our products.We rely on independent dealers and distributors to sell our Avionics products,and disruption to these channels would harm our business.We currently,and may in the future,use and

152、develop generative AI technologies throughout our business,which may expose us to certain regulatory and other risks thatcould adversely affect our results of operations and financial condition.If our information technology systems or data,or the third parties with whom we work,are or were compromis

153、ed,we could experience adverse consequences resultingfrom such compromise,including but not limited to regulatory investigations or actions;litigation;fines and penalties;disruptions of our business operations;reputationalharm;loss of revenue or profits;loss of customers or sales;and other adverse c

154、onsequences,risks which are amplified by our work for world governments.Our commercial aviation products,systems and services businesses are affected by global demand and economic factors that could negatively impact our financialresults.The market for eVTOL aircraft and electric air mobility has no

155、t been clearly defined,is still emerging and may not achieve the growth potential we expect or may growmore slowly than expected,which may harm our business,financial condition,and results of operations.We are still developing our eVTOL aircraft,have not yet obtained FAA certification of our eVTOL a

156、ircraft under development and we have yet to manufacture or deliverany aircraft to customers,which makes evaluating our business and future prospects difficult and increases the risk of investment.There may be reluctance by consumers to adopt a new form of mobility,or an unwillingness to pay aircraf

157、t operators projected prices.We are subject to extensive government regulation,and our failure to comply with applicable regulations may subject us to significant financial liability,penalties,andother government actions that restrict our ability to conduct our business.U.S.government contracts are

158、subject to a competitive bidding process,are generally not fully funded at inception,and contain certain terms that may be unfavorable tous,which could result in contracts and opportunities consuming significant resources without generating revenue or profit.We rely to a significant degree on sales

159、to the U.S.government,particularly to agencies of the Department of Defense,and a decline in government budgets,funding,changes in spending or budgetary priorities,or delays in contract awards may materially adversely affect our future revenue,business,financial condition,results ofoperations,cash f

160、low and equity.The U.S.government may modify,curtail or terminate one or more of our contracts.Our business may benefit in part from government funding,and our inability to receive such financial support could harm our business.Many of our products and services are subject to local,state,federal and

161、 international regulatory frameworks that are costly to comply with,are subject to interpretation,may be dependent on political pressures and factors and/or are subject to change.Our business is highly regulated and our ability to generate revenues and profit may be limited by regulatory restriction

162、s and/or changes and the speed with which suchrestrictions and/or changes occur.We are subject to the risks associated with conducting international business operations.If we fail to protect,or incur significant costs in defending or enforcing,our intellectual property and other proprietary rights,o

163、ur business,financial condition,andresults of operations could be materially harmed.92025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm16/258 We have identified material weaknesses in our in

164、ternal control over financial reporting.If we are unable to effectively remediate these material weaknesses,identifyadditional material weaknesses in the future,or otherwise fail to maintain effective internal control over financial reporting,then we may not be able to accurately ortimely report our

165、 financial condition or results of operations,which may adversely affect our business.Our Corporate Information AIRO Group Holdings,Inc.,a Delaware corporation,was formed on August 30,2021,for the purpose of acquiring and integrating various companies engaged in theaerospace and defense industry.Dur

166、ing the year ended December 31,2022,we completed our Put-Together Transaction to acquire six companies which are now organized into ourfour reportable segments,each with a diverse set of partners and customers:(i)Drones,through our subsidiaries AIRO Drone and Sky-Watch;(ii)Avionics,through our subsi

167、diaryAspen Avionics;(iii)Training,through our subsidiaries Agile Defense and CDI;and(iv)Electric Air Mobility,through our subsidiary Jaunt.Our principal executive offices are located at 5001 Indian School Road NE,Suite 100,Albuquerque,New Mexico 87110 and our telephone number is(505)338-2434.Ourwebs

168、ite address is .The information contained on,or accessible through,our website is not incorporated by reference into this prospectus,and you should notconsider any information contained in,or that can be accessed through,our website as part of this prospectus or in deciding whether to purchase our c

169、ommon stock.Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As such,we may take advantage of reducedreporting requirements and other requirements that are o

170、therwise applicable to public companies.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition andResults of Operations in this prospectus;10202

171、5/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm17/258 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,as amended(the“S

172、arbanes-Oxley Act”);not being required to comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditorsreport on the financial statements;the ability to elect to defer compliance with new or revised accounting stand

173、ards until such standards would apply to private companies;reduced disclosure obligations regarding executive compensation in our periodic reports,proxy statements and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any

174、 golden parachute payments not previously approved.We may use these provisions until the last day of our fiscal year following the fifth anniversary of the closing of this offering.However,if certain events occur prior to the endof such five-year period,including if we become a“large accelerated fil

175、er,”our annual gross revenues exceed$1.235 billion or we issue more than$1.0 billion of non-convertible debtin any three-year period,we will cease to be an emerging growth company prior to the end of such five-year period.We have elected to take advantage of certain of the reduced disclosure obligat

176、ions in the registration statement of which this prospectus is a part and may elect to takeadvantage of other reduced reporting requirements in future filings.As a result,the information that we provide to our stockholders may be different than you might receive from otherpublic reporting companies

177、in which you hold equity interests.We are also a“smaller reporting company”as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).We may takeadvantage of certain of the scaled disclosures available to smaller reporting companies and will be able

178、to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than$250.0 million measured on the last business day of our second fiscal quarter,or our annual revenue is less than$100.0 millionduring the most recently completed fisc

179、al year and our voting and non-voting common stock held by non-affiliates is less than$700.0 million measured on the last business day of oursecond fiscal quarter.If we are a smaller reporting company at the time we cease to be an emerging growth company,we may continue to rely on exemptions from ce

180、rtain disclosurerequirements that are available to smaller reporting companies.Specifically,as a smaller reporting company we may choose to present only the two most recent fiscal years of auditedfinancial statements in our Annual Report on Form 10-K,we are not required to comply with the auditor at

181、testation requirements of Section 404(b)of the Sarbanes-Oxley Act,and,similar to emerging growth companies,smaller reporting companies have reduced disclosure obligations regarding executive compensation.112025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.s

182、ec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm18/258 The Offering Common stock offered by us 5,000,000 shares.Option to purchase additional shares of our common stockoffered by us We have granted the underwriters an option to purchase up to 750,000 additional shares of common sto

183、ck from us atthe initial public offering price,less underwriting discounts and commissions,to cover over-allotments,if any,for aperiod of 30 days from the date of this prospectus.Common stock to be outstanding immediately after thisoffering 24,903,306 shares(or 25,653,306 shares if the underwriters

184、exercise their option to purchase additional shares infull).Use of proceeds We estimate that the net proceeds to us from this offering will be approximately$64.8 million(or approximately$75.2 million if the underwriters exercise their option to purchase additional shares in full)from the sale of the

185、 sharesof our common stock offered by us in this offering,assuming an initial public offering price of$15.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus,and after deductingunderwriting discounts and commissions and estimated offering expenses pay

186、able by us.We currently intend to use the net proceeds from this offering as follows:(i)approximately$3.5 million to scaleoperations of our Avionics segment and to support the production and design of Avionics products;(ii)approximately$4.0 million to support our Electric Air Mobility segments busin

187、ess operations and to fund the eVTOL aircraftdevelopment program over the next 12 months;(iii)approximately$3.7 million to fund acquisitions in the areas ofdrone vehicles,AI and networking service in our Drones segment;(iv)approximately$5.6 million to acquire theaircraft and support equipment that i

188、s necessary to meet the additional demand under the IDIQ contracts for ourTraining segment and to fund acquisitions for the Training segment in the areas of training and aircraft maintenance;(v)to repay an aggregate of$11.8 million in Fixed Conversion Obligations(as defined below)that are not beingc

189、onverted into shares of our common stock in connection with this offering,which are payable at the closing of thisoffering;(vi)to repay an aggregate of$12.0 million of principal,cash premiums and interest under the InvestorNotes(as defined below),which bear interest at rates ranging from 10.5%to 15%

190、and are payable on dates rangingfrom the closing of this offering to 190 days following the closing of this offering;and(vii)the remainder to fundworking capital and other general corporate purposes.As of the date of this prospectus,we do not have any bindingagreements or commitments to enter into a

191、ny material acquisitions.See the section titled“Use of Proceeds.”Indication of interest The executive chairman of our board of directors,Chirinjeev Kathuria,has indicated an interest in purchasing up toan aggregate of$5 million in shares of our common stock in this offering at the initial public off

192、ering price and onthe same terms as the other purchasers in this offering.Because this indication of interest is not a binding agreementor commitment to purchase,Dr.Kathuria may determine to purchase more,less or no shares in this offering or theunderwriters may determine to sell more,less or no sha

193、res to Dr.Kathuria.The underwriters will receive the samediscount on any of these shares of common stock purchased by Dr.Kathuria as they will from any other shares soldto the public in this offering.Underwriters warrants We have agreed to issue to certain of the underwriters,upon the closing of thi

194、s offering,warrants exercisable for thenumber of shares of our common stock equal to 5%of the total number of shares of our common stock sold in thisoffering(which we refer to as the“Underwriters Warrants”).The Underwriters Warrants will be exercisable at anexercise price equal to 110%of the initial

195、 public offering price of our common stock sold in this offering,will beexercisable,in whole or in part,from time to time after six months following the date of this prospectus,and willexpire on the date that is five years following the date of this prospectus.See the section titled“UnderwritingUnde

196、rwriters Warrants.”Risk factors See the section titled“Risk Factors”and the other information included in this prospectus for a discussion of factorsyou should consider carefully before deciding to invest in our common stock.Proposed Nasdaq symbol“AIRO”122025/5/21 15:00sec.gov/Archives/edgar/data/19

197、27958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm19/258 The number of shares of our common stock to be outstanding after this offering is based on 19,903,306 shares of our common stock outstanding as of March 31,2025,on apro forma bas

198、is that gives effect to(i)the conversion of approximately$10.9 million of aggregate principal amount of the Put-Together Transaction Notes,which we intend to convertupon the completion of this offering into an aggregate of 275,147 shares of our common stock,(ii)the conversion of approximately$17.5 m

199、illion of aggregate principal amount ofnotes issued pursuant to(a)that certain Note and Warrant Purchase Agreement dated as of March 9,2018,as amended on July 11,2024,(b)that certain Note Purchase Agreementdated as of October 18,2019,as amended on July 11,2024,and(c)that certain Note Purchase Agreem

200、ent dated as of January 31,2022,as amended on July 11,2024,each amongAspen Avionics and the respective holders of convertible notes(collectively,the“Aspen Notes”),which we intend to convert upon the completion of this offering into an aggregate of440,584 shares of our common stock,(iii)the conversio

201、n of$44.6 million of the obligations owed to Carter Aviation Technologies,LLC(“Carter Aviation”)in partial satisfaction ofthe Jaunt Contingent Arrangement(as defined in“Managements Discussion and Analysis of Financial Condition and Results of OperationsBusiness Combinations”),which weintend to conve

202、rt upon the completion of this offering into an aggregate of 1,122,437 shares of our common stock,(iv)the conversion of$1.7 million of the principal owed to theformer Aspen Avionics shareholders(the“Aspen Contingent Debt”),which we intend to convert upon the completion of this offering into an aggre

203、gate of 43,512 shares of ourcommon stock,(v)the conversion of$0.8 million of the principal owed to certain former Aspen Avionics shareholders pursuant to the Aspen Merger Agreement(as defined herein),which we intend to convert upon the completion of this offering into an aggregate of 20,010 shares o

204、f our common stock(the“Aspen Carveout Contingency”),(vi)an aggregate of51,309 shares of our common stock issuable pursuant to a one-time stock payment of$2.0 million pursuant to the 2021 Management Carveout Plan that we adopted in December 2021(as defined below and as described in“Executive and Dire

205、ctor CompensationManagement Carveout Plan”),which establishes a benefit pool for designated employees andconsultants payable upon the occurrence of certain change in control events(the“Aspen Carveout Stock Obligation”),(vii)the conversion of$1.4 million of the principal owed to NewGeneration Aerospa

206、ce,Inc.(“NGA”)under that certain Amended and Restated Success Fee Agreement(as described in“Certain Relationships and Related Party TransactionsSuccess Fee Arrangement”),which we intend to convert upon the completion of this offering into an aggregate of 33,995 shares of our common stock,(viii)the c

207、onversion of$7.8million of the principal amounts owed to various holders under deferred salary arrangements,which we intend to convert in connection with this offering into an aggregate of 195,582shares of our common stock(the obligations described in(i)through(viii),collectively,the“Fixed Conversio

208、n Obligations”),(ix)520,092 shares of our common stock issuable toDangroup ApS(“Dangroup”)pursuant to the Incentive Agreement,dated June 28,2024,as amended(the“Dangroup Incentive Agreement”and as described in“ManagementsDiscussion and Analysis of Financial Condition and Results of OperationsLiquidit

209、y and Capital ResourcesDangroup Incentive Agreement”)and(x)813,458 shares of ourcommon stock issuable upon a one-time interest payment of$11.8 million for contingent interest payable pursuant to the notes issued to certain investors(the“Investor Notes”),assuming an initial public offering price of$1

210、5.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus,and excludes:305,367 shares of our common stock issuable upon the exercise of stock options outstanding as of March 31,2025,under the Jaunt Air Mobility,LLC 2021 Option Plan,which was renamed the A

211、IRO Group Holdings,Inc.Option Plan(the“Legacy Plan”),with a weighted-average exercise price of$8.59 per share;up to 58,819 shares of our common stock issuable as additional contingent interest payable pursuant to certain Investor Notes if this offering is not completed by May 31,2025;254,010 shares

212、of contingent restricted stock awards outstanding as of March 31,2025;66,026 shares of our common stock issuable upon the exercise of warrants to purchase our common stock outstanding as of March 31,2025 at a weighted averageexercise price of$16.83 per share;104,415 shares of our common stock,based

213、on an assumed initial public offering price of$15.00 per share,which is the midpoint of the price range set forth on the coverpage of this prospectus,issuable upon the exercise of warrants to purchase our common stock issued after March 31,2025 at an exercise price of$0.02 per share;250,000 shares o

214、f our common stock issuable upon the exercise in full by the underwriters of the Underwriters Warrants;and 1,900,000 shares of our common stock reserved for future issuance under the AIRO Group Holdings,Inc.2025 Equity Incentive Plan(the“2025 Plan”),as well as anyfuture increases,including annual au

215、tomatic evergreen increases in the number of shares of our common stock reserved for future issuance under the 2025 Plan,whichwill become effective upon the execution and delivery of the underwriting agreement for this offering(as more fully described in the section titled“Executive andDirector Comp

216、ensationEquity Incentive Plans”)and at which time we will cease granting awards under the Legacy Plan.Unless otherwise indicated,all information contained in this prospectus reflects and assumes the following:2,182,576 shares of our common stock to be issued pursuant to the Fixed Conversion Obligati

217、ons;813,458 shares of our common stock to be issued pursuant to the Investor Notes;520,092 shares of our common stock to be issued pursuant to the Dangroup Incentive Agreement;no exercise of the outstanding options described above;no vesting or settlement of the contingent restricted stock awards de

218、scribed above;no exercise by the underwriters of(i)their option to purchase up to a total of 750,000 additional shares of our common stock or(ii)the Underwriters Warrants;the filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the closing of this of

219、fering and the adoption of our amended andrestated bylaws to become effective immediately prior to the closing of the offering;and a 1-for-1.7 reverse stock split of our common stock effected in March 2025.132025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www

220、.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm20/258 Summary Consolidated Financial Data The following tables summarize our consolidated financial data as of and for the periods indicated.We have derived the summary consolidated statements of operations datafor the years ended

221、December 31,2024 and 2023 from our audited consolidated financial statements included elsewhere in this prospectus.We have derived the summary of theunaudited condensed consolidated statements of operations data for the three months ended March 31,2025 and 2024,and the summary condensed consolidated

222、 balance sheet data asof March 31,2025,from our unaudited interim consolidated financial statements included elsewhere in this prospectus.Our unaudited interim condensed consolidated financialstatements have been prepared on a basis consistent with our audited consolidated financial statements and,i

223、n the opinion of management,reflect all adjustments,consisting only ofnormal recurring adjustments,necessary for a fair presentation of the financial information set forth in those statements.Our historical results presented below are not necessarilyindicative of the results to be expected for any f

224、uture period.The following summary consolidated financial data should be read in conjunction with the section titled“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”and our consolidated financial statements and related notes included elsewhere in this prospectus.Y

225、ear Ended December 31 Three Months Ended March 31 2024 2023 2025 2024(in thousands,except share and per share amounts)Consolidated Statements of Operations Data:Revenue$86,935$43,254$11,795$13,740 Cost of revenue 28,618 18,340 4,863 5,253 Gross profit 58,317 24,914 6,932 8,487 Operating expenses:Res

226、earch and development 13,133 11,871 3,666 3,157 Sales and marketing 6,422 5,374 1,433 1,251 General and administrative 18,201 17,601 4,914 4,543 Goodwill impairment 37,994 -Total operating expenses 75,750 34,846 10,013 8,951 Loss from operations (17,433)(9,932)(3,081)(464)Other income(expense):Inter

227、est expense,net (14,225)(2,137)(1,267)(288)Other income(expense),net 2,173 (18,093)2,662 (268)Total other income(expense)(12,052)(20,230)1,395 (556)Loss before income tax expense (29,485)(30,162)(1,686)(1,020)Income tax expense (9,209)(2,294)(287)(990)Net loss$(38,694)$(32,456)$(1,973)$(2,010)Net lo

228、ss per share,basic and diluted(1)$(2.36)$(1.98)$(0.12)$(0.12)Weighted-average common shares outstanding used in computingnet loss per share,basic and diluted 16,387,180 16,387,180 16,387,180 16,387,180 Pro forma as adjusted net loss per share,basic and diluted(unaudited)(2)$(3.22)$(0.18)Pro forma as

229、 adjusted weighted-average shares of common stock,basic and diluted(unaudited)(2)24,903,306 24,903,306 (1)See Note 1 to consolidated financial statements and our condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the method used tocalculate histor

230、ical net loss per share,basic and diluted.(2)Pro forma net loss per share and the pro forma weighted-average number of shares used in computation of the per share amounts for the three months ended March 31,2025 andfor the year ended December 31,2024 have been computed to give effect to(i)the conver

231、sion of the Fixed Conversion Obligations into an aggregate of 2,182,576 shares of ourcommon stock in connection with the closing of this offering,(ii)the issuance of an aggregate of 813,458 shares of our common stock pursuant to the Investor Notes,assuming aninitial public offering price of$15.00 pe

232、r share,which is the midpoint of the price range set forth on the cover page of this prospectus,in connection with the closing of this offering,(iii)the issuance of an aggregate of 520,092 shares of our common stock pursuant to the Dangroup Incentive Agreement and(iv)the filing and effectiveness of

233、our amended andrestated certificate of incorporation,which will occur immediately prior to the closing of this offering.Pro forma net loss per share and the pro forma weighted-average number ofshares used in computation of the per share amounts for the three months ended March 31,2025 and for the ye

234、ar ended December 31,2024 do not include the shares of common stockexpected to be sold in this offering.142025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm21/258 As of March 31,2025 Actual

235、Pro Forma(1)Pro FormaAs Adjusted(2)(in thousands)Consolidated Balance Sheet Data:Total current assets$37,284$23,753$65,650 Working capital(deficit)(3)(54,680)(38,268)26,482 Total assets 697,595 684,064 725,961 Total liabilities 145,073 63,624 40,771 Accumulated deficit (208,426)(252,482)(252,482)Tot

236、al stockholders equity 552,522 620,440 685,190 (1)The pro forma consolidated balance sheet data gives pro forma effect to(i)the conversion of the Fixed Conversion Obligations into an aggregate of 2,182,576 shares of ourcommon stock in connection with the closing of this offering,(ii)the issuance of

237、an aggregate of 813,458 shares of our common stock pursuant to the Investor Notes,assuming aninitial public offering price of$15.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus,in connection with the closing of this offering,(iii)the issuance of a

238、n aggregate of 520,092 shares of our common stock pursuant to the Dangroup Incentive Agreement,and(iv)the filing and effectiveness of our amended andrestated certificate of incorporation,which will occur immediately prior to the closing of this offering.For more detailed information with respect to

239、the pro forma adjustments,pleasesee the section titled“Unaudited Pro Forma Condensed Consolidated Financial Information”elsewhere in this prospectus.(2)The pro forma as adjusted condensed consolidated balance sheet data gives pro forma effect to(i)the pro forma adjustments set forth in footnote(1)ab

240、ove and(ii)our receipt of$64.8 million in estimated net proceeds from the sale of shares of our common stock in this offering at an assumed initial public offering price of$15.00 per share,the midpoint of theprice range set forth on the cover page of this prospectus,after deducting underwriting disc

241、ounts and commissions and estimated offering expenses payable by us.(3)We define working capital(deficit)as current assets less current liabilities.See our consolidated financial statements and related notes included elsewhere in this prospectus forfurther details regarding our current assets and cu

242、rrent liabilities.152025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm22/258 RISK FACTORS Investing in our common stock involves a high degree of risk.You should carefully consider the follo

243、wing risks and uncertainties,together with all of the other informationcontained in this prospectus,including our consolidated financial statements and related notes included elsewhere in this prospectus,and the section titled“Managements Discussion andAnalysis of Financial Condition and Results of

244、Operations,”before making an investment decision.The risks described below are not the only ones facing us.The occurrence of any of thefollowing risks,or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial,could materially and adversely affec

245、t our business,prospects,financial condition or results of operations.In such case,the trading price of our common stock could decline,and you may lose part or all of your investment.Risks Related to Our Limited Operating History,Financial Position and Need for Additional Capital We have a limited o

246、perating history in new and evolving markets,which may make it difficult to evaluate our current business and future prospects and increase the risk of yourinvestment.We were organized in August 2021 for the purpose of acquiring and integrating various companies in the aerospace and defense industry

247、 and the history of operating each of ourbusinesses together is relatively short.Our limited operating history and rapidly evolving business make it difficult to evaluate our current business,future prospects and plan for growth.In addition,our drones,eVTOL aircraft and other products are sold or wi

248、ll be sold in new and rapidly evolving markets.Accordingly,our business and future prospects may be difficult toevaluate,the extent to which demand for our products and services will increase,if at all,could be impacted by our ability to do the following:attract new customers to our products or serv

249、ices;develop,renew and expand contracts;acquire and maintain market share;attract,integrate,train and retain leadership and other highly qualified personnel;achieve or manage growth in our operations;acquire new technologies;adapt to required redirection or changes in services or direction caused by

250、 geopolitical crises;successfully develop and commercially market new products and services;keep pace with technological developments;timely address the increasingly sophisticated needs of our customers,including as a result of changes in government regulation related to our products and services;16

251、2025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm23/258 secure sufficient quantities or cost-effective production of our products due to supply chain challenges;adapt to new or changing pol

252、icies and spending priorities of governments and government agencies;generate sufficient revenue to achieve or maintain profitability;and access initial and additional capital when required and on reasonable terms.If we fail to address these and other challenges,risks and uncertainties successfully,

253、our business,results of operations,prospects and financial condition would be materiallyharmed.We are an early-stage company with a history of losses,and we expect to incur significant expenses and continuing losses for the foreseeable future.We have incurred significant net losses to date,and we ex

254、pect that we will continue to incur net losses for the foreseeable future.We have incurred net losses in each period sinceour inception,including$2.0 million,$2.0 million,$38.7 million and$32.5 million for the three months ended March 31,2025 and 2024 and the years ended December 31,2024 and2023,res

255、pectively.As of March 31,2025,we had an accumulated deficit of$208.4 million.Developing products and services in the defense and broader aerospace industry is very time-consuming,and expensive and,to date,we have devoted a significant amount of ourresources to our R&D programs.These programs may not

256、 produce successful results,and our new products and services may not achieve market acceptance,create additional revenue orbecome profitable.We expect our expenses to increase in connection with our ongoing activities,particularly as we aim to significantly increase our headcount in the near-term,a

257、dvancethe development of our aircraft and other products,seek regulatory approvals,and launch and commercialize our products at scale.In addition to the expected costs to grow our business,we also expect to incur significant additional legal,accounting and other expenses as a newly public company.If

258、 we fail toincrease our revenue to offset the increases in our operating expenses,we may not achieve or sustain profitability in the future.We will need to generate substantial additional revenue toachieve and then sustain profitability,and even if we achieve profitability,we cannot be sure that we

259、will remain profitable for any period of time.Even if this offering is successful,wewill require substantial additional capital to finance our operations and fund our R&D programs.If we are unable to raise capital when needed or on acceptable terms,then we may beforced to delay,reduce or eliminate o

260、ur R&D activities as well as our commercialization efforts,which could have a material adverse effect on our business,growth prospects and financialcondition.Our failure to comply with covenants under our debt instruments could adversely affect our business and financial condition.We have incurred s

261、ignificant indebtedness,including in connection with the Put-Together Transaction,and may incur additional debt for acquisitions,operations,R&D and capitalexpenditures,or for other reasons related to our overall capital deployment strategy.As of March 31,2025 and December 31,2024,we had outstanding

262、indebtedness of$102.9 million and$105.7 million,respectively.The agreements governing our indebtedness contain restrictive covenants,including but not limited to,our ability to incur additional indebtedness,grant liensand pay any dividends or make distributions,as well as financial maintenance coven

263、ants,including debt service coverage ratios,that will limit our and our subsidiaries ability to engage inactivities that may be in our and their long-term best interests.Any additional debt,to the extent we are able to incur it,may further restrict the manner in which we conduct business.Suchrestric

264、tions,prohibitions and limitations could impact our ability to implement elements of our strategy,including in the following ways:our flexibility to plan for,or react to,competitive challenges in our business and the pharmaceutical and in the aerospace and defense industry may be compromised;172025/

265、5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm24/258 we may be put at a competitive disadvantage relative to competitors that do not have as much debt as we have,and competitors that may be i

266、n a more favorable position toaccess additional capital resources;our ability to make acquisitions and execute business development activities through acquisitions will be limited and may,in future years,continue to be limited;and our ability to resolve regulatory and litigation matters may be limit

267、ed.Furthermore,the creditors who hold our debt have in the past,and may in the future,accelerate amounts due in the event that we default on these covenants,which has in the past,and may in the future,trigger a default or acceleration of the maturity of our other debt.For example,civil actions were

268、filed against CDI and individual guarantors in the Tioga CountyCourt,State of Pennsylvania,in July 2023.The claimant,First Citizens Community Bank(“FCCB”),alleges that payment under certain promissory notes is due,and FCCB seeks recoveryof the outstanding amounts.FCCB obtained judgments against all

269、named defendants and we intend to negotiate a resolution with FCCB and,in the meantime,have negotiated forbearanceagreements to prevent FCCB from enforcing the judgments through March 31,2025.On March 27,2025,we and FCCB agreed to payment terms and a release whereby$0.2 million inamounts due would b

270、e paid by April 30,2025.As of April 30,2025,all amounts due to FCCB were paid.The acceleration of significant indebtedness may cause us to renegotiate,repay,or refinance the affected obligations,including extending the forbearance agreements through the closing of this offering,and there is no assur

271、ance that such efforts would be successful oron terms we deem attractive.In addition,any acceleration could result in a downgrade of any credit ratings then applicable to us,which could result in additional events of default or limitour ability to obtain additional financing.In addition,we entered i

272、nto the Put-Together Transaction Notes with the equity holders of certain of the businesses we acquired as part of the Put-Together Transaction.The Put-Together Transaction Notes with AIRO Drone,Agile Defense and CDI were amended to be convertible,in part,into shares of our common stock upon the clo

273、sing of the BCATransactions,with the remaining principal owed to such holders to be paid upon the closing of the BCA Transactions.We also agreed to assume other Fixed Conversion Obligations,whichwere also amended to be convertible,in part,into shares of our common stock upon the closing of the BCA T

274、ransactions,with the remaining principal owed to such holders to be paidupon the closing of the BCA Transactions.Given that the BCA Transactions were not consummated,we intend to issue approximately 2,182,576 shares and use proceeds of$11.8 millionfrom this offering to satisfy the Fixed Conversion O

275、bligations.As of March 31,2025,we have third party obligations of$3.0 million of Investor Notes as described within Note 2 to ourunaudited condensed consolidated financial statements included elsewhere in this prospectus,$4.4 million of Investor Notes as described in Note 12 to our unaudited condens

276、edconsolidated financial statements included elsewhere in this prospectus,and$14.0 million of Investor Notes at fair value as described in Note 2 to our unaudited condensed consolidatedfinancial statements included elsewhere in this prospectus,collectively which total$21.4 million.The Investor Notes

277、 are in the form of unsecured promissory notes with no collateral andno guarantees.Certain of the Investor Notes become due and payable on dates ranging from May 31,2025 to June 30,2025.If this offering is not completed by May 31,2025 or June 30,2025,as applicable,we may need to renegotiate,repay or

278、 refinance,the affected obligations,including extending the maturity dates through the closing of this offering,and there is noassurance that such efforts would be successful or on terms we deem attractive.See the section titled“Managements Discussion and Analysis of Financial Condition and Results

279、ofOperationsBusiness Combinations”and“Managements Discussion and Analysis of Financial Condition and Results of OperationsInvestor Notes”for additional informationregarding the promissory notes.If we are unable to satisfy our existing obligations,our business and financial condition could be adverse

280、ly affected.182025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm25/258 Risks Related to Our Business We have made and may in the future make acquisitions and investments,which involve numero

281、us risks.We have made certain acquisitions,including our acquisitions of the Acquired Companies in connection with the Put-Together Transaction,and continue to routinely evaluatepotential acquisitions,investments and strategic alliances involving complementary technologies,teams,products and compani

282、es.We expect to continue to pursue such transactions ifappropriate opportunities arise.and a portion of the proceeds of this offering may be used to fund acquisitions.See“Use Of Proceeds”For example,in November 2023,we signed non-binding letters of intent to acquire two businesses for the Training s

283、egment,including a flight training school.The parties have undertaken due diligence to determine whether a bindingpurchase agreement will be negotiated.The total anticipated purchase price for the acquisitions is expected to range from$5.1 million to$7.7 million,which would be paid in acombination o

284、f cash and shares of our common stock,and if consummated on the terms anticipated,would result in dilution to the investors in this offering.As of the date of thisprospectus,we do not have any binding agreements or commitments to enter into any material acquisitions.Moreover,we may not be able to id

285、entify other potentially suitable transactions in the future or if we do identify such transactions,we may not be able to complete them oncommercially acceptable terms or at all and may face intense competition for such opportunities.In pursuing transactions,we have and will continue to face numerou

286、s risks,includingdiverting managements attention from normal daily operations of our business;difficulties in integrating the financial reporting capabilities and operating systems of any acquiredoperations to maintain effective internal control over financial reporting and disclosure controls and p

287、rocedures;potential loss of key personnel of the acquired company as well as theirknow-how,relationships and expertise;challenges successfully integrating acquired personnel,operations and businesses;failing to realize the anticipated synergies and benefits of anacquisition;maintaining favorable bus

288、iness relationships of acquired operations;generating insufficient revenue from completed transactions to offset expenses associated with our efforts;acquiring material or unknown liabilities associated with any acquired operations;litigation associated with merger and acquisition transactions;and i

289、ncreasing expense associated withamortization or depreciation of intangible and tangible assets we acquire.Our acquisitions,including the Put-Together Transaction,have required and continue to require significant management time and attention relating to the transactions.Pasttransactions,whether com

290、pleted or abandoned by us,have resulted,and in the future may result,in significant time and attention,costs,expenses,liabilities and charges to earnings.Theaccounting treatment for any future transaction may result in significant amortizable intangible assets which,when amortized,will negatively af

291、fect our consolidated results of operations.The accounting treatment may also result in significant goodwill,which,if impaired,will negatively affect our consolidated results of operations.Furthermore,we may incur additionaldebt or issue equity securities to pay for transactions.The incurrence of ad

292、ditional debt could limit our operating flexibility and be detrimental to our profitability,and the issuance ofequity securities would be dilutive to our existing stockholders.Any or all of the above factors may differ from the investment communitys expectations in a given quarter,which couldnegativ

293、ely affect our stock price.In the event we make future investments,the investments may decline in value,we may lose all or part of our investment.192025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/form

294、s-1a.htm26/258 We may not be able to successfully integrate the businesses and personnel of acquired companies and businesses,including those acquired in the Put-Together Transaction,and maynot realize the anticipated synergies and benefits of such acquisitions.We may not be able to realize the expe

295、cted benefits from acquisitions,including the Put-Together Transaction,because of integration difficulties or other challenges.The successof our acquisitions will depend,in part,on our ability to realize all or some of the anticipated synergies and other benefits from integrating the acquired busine

296、sses with our existingbusinesses.Integration activities can be costly,complex and time consuming.The potential difficulties we may face in integrating the operations of our acquisitions include,among others:the failure to implement our business plans for the combined businesses and consolidation or

297、expansion of production capacity as planned and where applicable;unexpected losses of keyemployees,customers or suppliers of our acquired companies and businesses;unanticipated issues in conforming our acquired companies and businesses standards,processes,proceduresand controls with our operations;c

298、oordinating new product and process development;increasing the scope,geographic diversity and complexity of our operations;diversion ofmanagements attention from other business concerns;adverse effects on our or our acquired companies and businesses existing business relationships;unanticipated chan

299、ges inapplicable laws and regulations;operating risks inherent in our acquired companies and businesses business and operations;unanticipated expenses and liabilities;potential unfamiliaritywith our acquired companies and businesses technology,products and markets,which may place us at a competitive

300、 disadvantage;and other difficulties in the assimilation of our acquiredcompanies and businesses operations,technologies,products and systems.Any acquired companies and businesses may have unanticipated or larger than anticipated liabilities for patent and trademark infringement claims,violations of

301、 applicable laws,rules and regulations,commercial disputes,taxes and other known and unknown types of liabilities.There may be liabilities that we underestimated or did not discover in the course ofperforming our due diligence investigation of our acquired companies and businesses.We may have no rec

302、ourse or limited recourse under the applicable acquisition-related agreement torecover damages relating to the liabilities of our acquired companies and businesses.We may not be able to maintain or increase the levels of revenue,earnings or operating efficiency that we,and each of our acquired compa

303、nies and businesses,had historicallyachieved or might achieve separately.In addition,we may not accomplish the integration smoothly,successfully or within the anticipated costs or timeframe.If we experience difficultieswith the integration process or if the business of our acquired companies or busi

304、nesses deteriorates,the anticipated cost savings,growth opportunities and other synergies of our acquiredcompanies and businesses may not be realized fully or at all,or may take longer to realize than expected.If any of the above risks occur,our business,financial condition,results ofoperations and

305、cash flows may be materially and adversely impacted,we may fail to meet the expectations of investors or analysts,and our stock price may decline as a result.202025/5/21 15:00sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/00016411722

306、5011785/forms-1a.htm27/258 We face significant competition from other companies,many of which have substantially greater resources than we do.The defense and broader aerospace industry is highly competitive and generally characterized by intense competition to win contracts.While we expect to be one

307、 of thepioneering companies to market eVTOL aircraft,we expect this industry to be increasingly competitive,and it is possible that our competitors could get to market before us,eithergenerally or in specific markets.Our current principal competitors include the following:(i)for our Drones segment:D

308、a Jiang Innovations,Elbit Systems Ltd.,Lockheed MartinCorporation,L3Harris Technologies,Inc.s FVR-90,L3 Technologies,Inc.,Martin UAV,LLC,Northrop Grumman Corporations V-Bat,Teledyne Technologies,Inc.,and Textron Inc.sAerosonde;(ii)for our Training segment:Airborne Tactical Advantage Company,LLC,Drak

309、en International,Inc.,Tactical Air Defense Services Inc.and Top Aces Inc.;(iii)for ourAvionics segment:Avidyne Corporation,Collins Aerospace,Dynon Avionics,Inc.,Garmin Ltd.,Honeywell International Inc.,L3Harris Technologies,Inc.,and uAvionix Corporation;and(iv)for our Electric Air Mobility segment:A

310、rcher Aviation Inc.,BETA Technologies,Inc.,Eve Holding Inc.,Joby Aviation,Inc.,Lilium N.V.,Vertical Aerospace Ltd.,Volocopter GmbH,and Wisk Aero LLC,in addition to ground transportation services,such as Lyft,Inc.and Uber Technologies,Inc.,and incumbent aircraft carrier services,such as Blade Air Mob

311、ility,Inc.and NetJets Inc.Many of these companies have substantially greater financial,management,research and marketing resources than we do.Our competitors may be able to provide customers withdifferent or greater capabilities or benefits than we can provide in areas such as technical qualificatio

312、ns,past contract performance,geographic presence,price and the availability of keyprofessional personnel,including those with security clearances.Furthermore,many of our competitors may be able to utilize their substantially greater resources and economies of scaleto develop competing products and t

313、echnologies,manufacture in high volumes more efficiently,divert sales away from us by winning broader contracts or hire away our employees byoffering more lucrative compensation packages.In particular,our competitors may be able to obtain the relevant certification and approvals for their aircraft b

314、efore us.Small businesscompetitors may be able to offer more cost competitive products and services,due to their lower overhead costs,and take advantage of small business incentives and set-aside programsfor which we are ineligible.In order to secure contracts successfully when competing with larger

315、,well-financed companies,we may be forced to agree to contractual terms that provide forlower aggregate payments to us over the life of the contract,which could adversely affect our margins.We may not be able to keep pace with technological advances and we depend on advances in technology by other c

316、ompanies.The defense and broader aerospace industry continues to undergo significant changes,primarily due to technological developments.Because of the rapid growth and advancementof technology,shifting consumer tastes and the popularity and availability of other forms of activities,it is impossible

317、 to predict the overall effect these factors could have on potentialrevenue from,and profitability of,the defense and broader aerospace industry.The development of specialized software and hardware is a costly,complex and time-consuming process,and investments in product development often involve a

318、long wait until a return,if any,can be achieved on such investment.We might face difficulties or delays in the developmentprocess that will result in our inability to timely offer products that satisfy the market,which might allow competing products to emerge during the development and certification

319、 process.We anticipate making significant investments in R&D relating to our products and technology,but such investments are inherently speculative and require substantial capital expenditures.Any unforeseen technical obstacles and challenges that we encounter in the R&D process could result in del

320、ays in or the abandonment of product commercialization,may substantiallyincrease development costs,and may negatively affect our results of operations.In the time it takes to develop or improve upon a product,that product may become obsolete.212025/5/21 15:00sec.gov/Archives/edgar/data/1927958/00016

321、4117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm28/258 It is impossible to predict the overall effect these factors could have on our ability to compete effectively in a changing market,and if we are not able to keep pace with thesetechnologica

322、l advances,then our revenues,profitability and results of operations may be materially adversely affected.However,if we struggle to adapt to an industry-shiftingtechnological advancement or competitor offerings that render our products relatively less attractive or obsolete,including due to competit

323、ive pressures we face relative to other dronecompanies,it could have a material adverse effect on our business.Further,we rely on and will continue to rely on components of our products that are developed and produced by other companies over which we have limited control.Thecommercial success of cer

324、tain of our planned future products will depend in part on advances in these and other technologies by other companies,and our ability to procure them fromsuch third parties in a timely manner and on economically feasible terms.We may,from time-to-time,contract with and support companies developing

325、key technologies in order toaccelerate the development of such products for our specific uses.Such activities might not result in useful technologies or components for us.We may be unable to acquire additional aircraft to support our Training segment on acceptable terms or at all.The success of our

326、Training segment,including our ability to bid and complete future task orders under certain multiple awards and IDIQ contracts issued by the U.S.military,isdependent on our financing or leasing additional aircraft that meet our customers needs.To date,a lack of funding has inhibited our ability to i

327、ndependently finance or lease potentialaircraft.Even if we receive sufficient funding,there are a limited number of aircraft available that meet our customers needs and potential seller countries have been retaining aircraft inlight of the Ukrainian conflict and instability in other areas of the wor

328、ld as well as delayed deliveries from manufacturers of new aircraft,creating more limited supply.In addition,as aresult of policy changes regarding aircraft transfers to the United States,purchased aircraft often need to be disassembled,imported into the United States,and appropriately modified tome

329、et customer needs.This requires significant capital and lead time to put an aircraft into operation.Delays or failure in obtaining suitable aircraft could adversely impact financial resultsand growth plans due to missed task order bidding opportunities.222025/5/21 15:00sec.gov/Archives/edgar/data/19

330、27958/000164117225011785/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1927958/000164117225011785/forms-1a.htm29/258 Due to the nature of our products and services,a product safety failure,quality issue or other failure affecting our or our customers or suppliers products or systems could serio

331、uslyharm our business.Our products and services are highly sophisticated and specialized,involve complex advanced technologies,are often integrated with third-party products and services,and areutilized for specific purposes that require precision,reliability,and durability.Many of our products and

332、services include both hardware and software that involve industrial machinery andintricate aviation and defense systems,including commercial and military jet engines,power and control systems,and other aircraft parts,and military sensors and command and controlsystems.Technical,mechanical,quality,el

333、ectronic,and other failures may occur from time to time,whether as a result of manufacturing or design defect,operational process,orproduction issue attributable to us,our customers,suppliers,partners,third party integrators,or others.Product design changes and updates could also have associated cost and scheduleimpacts.In addition,our products could fail as a result of cyber-attacks,such as those