age_corresp
AgEagle Aerial Systems Inc.
8863 E. 34th Street North
Wichita, KS 67226
May 2,
2023
VIA EDGAR & TELECOPY
Mr.
Greg Herbers
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
RE:
AgEagle
Aerial Systems Inc. (the “Company”)
Registration
Statement on Form S-3
(File
No. 333- 271304) (the “Registration
Statement”)
Dear
Mr. Herbers:
The
Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness
of the above-referenced Registration Statement so that such
Registration Statement will become effective as of 4:00 p.m. on May
4, 2023, or as soon thereafter as practicable.
The
Company hereby acknowledges that:
●
Should the
Securities and Exchange Commission (the “Commission”)
or the Staff, acting pursuant to 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 follows]
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Very truly
yours,
AGEAGLE
AERIAL SYSTEMS INC.
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By:
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/s/
Nicole
Fernandez-McGovern
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Name:
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Nicole
Fernandez-McGovern
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Title:
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Chief
Financial Officer
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