AGEAGLE AERIAL SYSTEMS, INC.

8201 E. 34th Cir N

Wichita, Kansas 67226

 

May 16, 2024

 

VIA EDGAR

 

Ms. Jenny O’Shanick

Division of Corporation Finance - Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: AgEagle Aerial Systems Inc. (the “Company”)
  Registration Statement on Form S-1
  (File No. 333-278978) (the “Registration Statement”)

 

Dear Ms. O’Shanick,

 

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on May 20, 2024, or soon thereafter as practicable.

 

The Company hereby acknowledges that:

 

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to the delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

{Signature page to follow}

 

 

 

 

  Very truly yours,
     
  AgEagle Aerial Systems Inc.
     
  By: /s/ Mark DiSiena
  Name: Mark DiSiena
  Title: Chief Financial Officer

 

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