AIRO Group Holdings Inc 2025年季度报告

FORM10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period endedJune 30,2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-38529 AIRO Group Holdings, Inc.(Exact name of registrant as specified in its charter) Captain Joseph D. BurnsChief 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) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of August 13, 2025, there were27,421,095shares of the registrant’s common stock, $0.000001par value, outstanding. AIRO GROUP HOLDINGS, INC.Table of Contents Item 1.Financial Statements:3Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 20243Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024(Unaudited)4Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30,2025 and 2024 (Unaudited)5Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and2024 (Unaudited)6Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)7Notes to Condensed Consolidated Financial Statements (Unaudited)8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 3.Quantitative and Qualitative Disclosures About Market Risk54Item 4.Controls and Procedures54PART II. OTHER INFORMATIONItem 1.Legal Proceedings55Item 1A.Risk Factors55Item 2.Unregistered Sales of Equity Securities and Use of Proceeds91Item 3.Defaults Upon Senior Securities91Item 4.Mine Safety Disclosures91Item 5.Other Information91Item 6.Exhibits92Signatures932 AIRO GROUP HOLDINGS, INC. CCBS AIRO GH, I. CCSO The accompanying notes are an integral part of these condensed consolidated financial statements. AIRO GH, I. CCSCI() AIRO GH, I. (1)Share and per share amounts have been retroactively adjusted to reflect the impact of a1-for-1.7 reverse stock spliteffected onMarch 7, 2025, as discussed in Note 1. The accompanying notes are an integral part of these condensed consolidated financial statements. AIRO GH, I. CCSCF AIRO GH, I. Notes to Unaudited Condensed Consolidated Financial Statements 1.The Company and Summary of Significant Accounting Policies Nature of Operations AIRO Group Holdings, Inc., a Delaware corporation (“Holdings” or the “Company”), is a technologically differentiated aerospace,autonomy, and air mobility platform targeting 21st century aerospace and defense opportunities. The Company is organized into fouroperatingsegments:(i)Drones,(ii) Avionics,(iii) Training and(iv)Electric Air Mobility. The Drones segment develops,manufactures, and sells drones and expects to provide drone services, such as Drone as a Service (“DaaS”), for military andcommercial end users. The Avionics segment develops, manufactures, and sells avionics for military and general aviation aircraft,drones, and electric vertical takeoff a