SEC FORM 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Burns Joseph D

(Last)

(First)

(Middle)

C/O AIRO GROUP HOLDINGS, INC.

5001 INDIAN SCHOOL ROAD NE, SUITE 100

(Street)

ALBUQUERQUE

87110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2025

3. Issuer Name and Ticker or Trading Symbol
AIRO Group Holdings, Inc. [ AIRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,797,002	I	By Joe and Kim Burns Trust ⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Agile Defense Promissory Note Termination Agreement	⁽²⁾	⁽²⁾	Common Stock	14,877	⁽²⁾	D
AIRO Drone Promissory Note Termination Agreement	⁽³⁾	⁽³⁾	Common Stock	14,697	⁽³⁾	D

Explanation of Responses:

1. The Reporting Person is the trustee of Joe and Kim Burns Trust (the "Trust") and has sole voting and dispositive power with respect to the shares held by the Trust.

2. Represents $656,476 of the total outstanding principal of this unsecured promissory note, which will automatically convert into 14,877 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

3. Represents $648,492 of the total outstanding principal of this unsecured promissory note, which will automatically convert into 14,697 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

	/s/ Joseph D. Burns	06/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-06132025_120638.htm