United States securities and exchange commission logo





                               January 19, 2022

       John Berg
       Chief Financial Officer
       Guerrilla RF, Inc.
       1196 Pleasant Ridge Road, Suite 5
       Greensboro, North Carolina 27409

                                                        Re: Guerrilla RF, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 23,
2021
                                                            File No. 333-261860

       Dear Dr. Berg:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Anti-takeover provisions in our charter documents, page 34

   1.                                                   We note the disclosure
here indicates that your "bylaws will provide that the federal
                                                        district courts of the
United States of America will, to the fullest extent permitted by law,
                                                        be the exclusive forum
for resolving any complaint asserting a cause of action arising
                                                        under the Securities
Act." However, Amended and Restated Certificate of Incorporation
                                                        filed as Exhibit 3.2
includes an exclusive forum provision that specifies the Delaware
                                                        Court of Chancery as
the exclusive forum. Please reconcile this apparent inconsistency.
       Intellectual Property, page 46

   2.                                                   We note your disclosure
on page 46 that your intellectual property includes patents, and
                                                        trademarks, and that
you have two patents expiring in February 2034. Please expand your
 John Berg
FirstName  LastNameJohn  Berg
Guerrilla RF, Inc.
Comapany
January 19,NameGuerrilla
            2022         RF, Inc.
January
Page 2 19, 2022 Page 2
FirstName LastName
         disclosure to include, to the extent material to an understanding of
your company, the
         duration of your trademarks. See Item 101(h)(4)(vii) of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 51

3.       Based on the material amount of sales to the significant customer
during each period
         presented, it appears to us you should consider identifying the
significant customer or
         explain why you do not believe such disclosure is necessary. Also,
please clarify or
         reconcile the disclosures regarding the numbers and percentages of
sales attributable to
         significant customers disclosed in MD&A and the notes to the financial
statements with
         the disclosures under risk factors on pages 13 and 23.
Liquidity and Capital Resources, page 57

4.       Please disclose and discuss the terms of the recent private placement
offering including,
         the amount raised, how you intend to use the offering proceeds, and
the estimated time
         period you expect the offering proceeds will fund operations.
Executive Compensation, page 69

5.       Please update your compensation disclosure as of the fiscal year ended
December 31,
         2021. See Item 402 of Regulation S-K.
Selling Stockholders, page 85

6.       It appears that some of the selling stockholders are broker-dealers or
affiliates of broker-
         dealers, including AMB Investments, LLC. Please identify any selling
stockholders who
         are broker-dealers or affiliates of broker dealers. For any
broker-dealers, disclose how
         they obtained their securities, including whether they received their
securities as
         underwriting compensation. For any affiliates of broker- dealers,
disclose whether they
         purchased their securities in the ordinary course of business and, at
the time of the
         purchase, had any agreements or understandings, directly or
indirectly, with any person to
         distribute the securities. If you are not able to so represent, please
identify the selling
         stockholder as an underwriter.
7.       Please briefly describe the transactions from which the selling
stockholders initially
         received their shares and the exemption relied upon from registration.
Warrants, page 92

8.       Please disclose information on your warrants including: (1) the period
during which the
         warrants or rights are exercisable, (2) the amount of warrants
outstanding before and after
         the offering, (3) provisions for changes to or adjustments in the
exercise price, and (4) any
         other material terms of the warrants. See Item 202 of Regulation S-K.
 John Berg
FirstName  LastNameJohn  Berg
Guerrilla RF, Inc.
Comapany
January 19,NameGuerrilla
            2022         RF, Inc.
January
Page 3 19, 2022 Page 3
FirstName LastName
Index to Consolidated Financial Statements, page F-1

9.       Given that the reverse acquisition occurred on October 22, 2021,
subsequent to the date of
         the historical financial statements provided in the filing, please be
advised that if you
         intend to seek effectiveness of this registration statement prior to
providing updated
         annual financial statements for the year ended December 31, 2021, you
should revise the
         filing to address the following:
             Provide annual and interim historical financial historical
financial statements for
              Laffin as required by Rules 8-02 and 8-03 of Regulation S-X,
since the reverse
              acquisition occurred after the date of the historical financial
statements included in
              the filing, Laffin   s historical financial statements are the
financial statements of the
              registrant.
             Continue to present annual and interim historical statements of
Guerrilla RF as
              currently presented and also required by Rules 8-02 and 8-03 of
Regulation S-X
              since, prior to the date of the reverse acquisition, Guerrilla RF
  s historical financial
              statements are the financial statements of the predecessor.
             Provide annual and interim pro forma financial statements that
reflect the reverse
              acquisition and private placement offering as required by Rule
8-05 and Article 11 of
              Regulation S-X.
             Provide pro forma earnings per share disclosures for Guerrilla RF
that reflect the
              reverse acquisition, including on page 6.
         Alternatively, if you intend to seek effectiveness of this
registration statement subsequent
         to providing updated annual financial statements for the year ended
December 31, 2021,
         historical financial statements for Laffin and related pro forma
financial statements may
         no longer be required by Article 8 of Regulation S-X since the
historical financial
         statements of the registrant will reflect the reverse acquisition.
However, please be
         advised that subsequent to the date of the reverse acquisition,
although Guerrilla RF's
         historical financial statements will be the financial statements of
the registrant, those
         historical financial statements should be revised to retro-actively
reflect the change in
         equity that occurred as a result of the reverse acquisition. Refer to
ASC 805-40-45-1
         through 45-5.

2. Basis of Presentation and Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page F-12

10.      We note that you have disclosed when recently issued accounting
standards are effective
         for you. We note that you did not disclose when you will adopt ASU
2020-05 and ASU
         2020-06. Given your intention to take advantage of the extended
transition period
         provided in Section 7(a)(2)(B) of the Securities Act, please disclose
the dates on which
         you will adopt recently issued accounting standards, assuming you
remain an EGC at such
         time. Refer to Question 14 of the Jumpstart Our Business Startups Act
Frequently Asked
         Questions. This comment is also applicable to the interim financial
statements.
 John Berg
Guerrilla RF, Inc.
January 19, 2022
Page 4
Note 5 - Debt, page F-16

11.      We note that page F-16 states that on July 28, 2020, the Company
entered into a
         promissory note for $250,000 with a member of its Board of Directors
with an interest
         rate of 12% per annum. Please identify the director and file a written
description of the
         agreement. Refer to Item 601(b)(10) of Regulation S-K and Question
146.04 in the
         Regulation S-K section of our Compliance and Disclosure
Interpretations.
12. Subsequent Events, page F-47

12.      We note the disclosure that outstanding convertible notes payable were
converted to
         shares of Laffin common stock. Please quantify the dollar amount of
notes payable
         converted and the number of shares of common stock of Laffin they were
converted into.

Recent Sale of Unregistered Securities, page II-1

13.      Please revise to indicate the section of the Securities Act or rule
under which exemption
         from registration is claimed and state briefly the facts relied upon
to make the exemption
         available. See Item 701(d) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
McConnell,
Staff Accountant at 202-551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Erin Donahue, Staff Attorney at
202-551-6001 or
Sherry Haywood, Staff Attorney at 202-551-3345 with any other questions.



FirstName LastNameJohn Berg                                    Sincerely,
Comapany NameGuerrilla RF, Inc.
                                                               Division of
Corporation Finance
January 19, 2022 Page 4                                        Office of
Manufacturing
FirstName LastName