Offerings - Offering: 1 |
Mar. 31, 2026
USD ($)
shares
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|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(a) | true |
| Security Type | Equity |
| Security Class Title | Common Stock, par value $0.000001 per share, reserved for issuance pursuant to the 2025 Equity Incentive Plan |
| Amount Registered | shares | 941,292 |
| Proposed Maximum Offering Price per Unit | 9.68 |
| Maximum Aggregate Offering Price | $ 9,111,706.56 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 1,258.33 |
| Offering Note | The amount registered represents the aggregate number of shares of common stock, par value $0.000001 per share ("Common Stock"), of AIRO Group Holdings, Inc. (the "Registrant") that were automatically added to the shares authorized for issuance under the Registrant's 2025 Equity Incentive Plan ("2025 EIP") pursuant to an "evergreen" provision contained therein on January 1, 2026. Pursuant to such provision, the number of shares of Common Stock reserved for issuance under the 2025 EIP automatically increases on January 1st of each year, starting on January 1, 2026 and ending on and including January 1, 2035, in an amount equal to the lesser of (a) 3% of the total shares of Common Stock outstanding on December 31 of the preceding year or (b) such smaller number of shares as determined by the Registrant's board of directors. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the 2025 EIP by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock. The proposed maximum offering price per share of Common Stock is estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported in the consolidated reporting system of the Nasdaq Global Market on March 25, 2026, which was $9.68. |