Form 8-A12B AIRO Group Holdings,

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

AIRO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		88-0812695
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5001 Indian School Road NE, Suite 100 Albuquerque, New Mexico		87110
(Address of principal executive offices)		(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of exchange on which each class is to be registered
Common stock, $0.000001 par value per share		The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates:

333-285149

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

A description of the common stock, $0.000001 par value per share, of AIRO Group Holdings, Inc., a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section titled “Description of Capital Stock” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-285149), initially filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2025, as subsequently amended from time to time (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.

 

Item 2. Exhibits.

 

Under the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed with this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	AIRO GROUP HOLDINGS, INC.
Date: April 14, 2025	By:	/s/ Captain Joseph D. Burns
		Captain Joseph D. Burns
		Chief Executive Officer

 

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