Financial Data and Key Metrics Changes - Net revenue for Q1 2026 was $299.1 million, exceeding guidance of $290 million to $298 million, representing a 3% sequential increase and a 25.6% year-over-year increase [4] - Operating margin for Q1 was 15.7%, above guidance of 14.6% to 15.4%, and increased by 130 basis points sequentially and 570 basis points year-over-year [4] - EPS for the quarter was $0.15, above guidance of $0.13 to $0.14, and increased by $0.02 sequentially and $0.09 year-over-year [4] Business Segment Data and Key Metrics Changes - NSC revenue was $216 million, above guidance of $208 million to $214 million, with a year-over-year increase of 35.5% driven by strong demand from the data center ecosystem and the acquisition of Inertia Labs [5] - OSB revenue was $83.1 million, in line with guidance of $82 million to $84 million, and up 5.5% year-over-year, primarily due to strength in anti-counterfeiting products [6] Market Data and Key Metrics Changes - Total cash and short-term investments at the end of Q1 were $549.1 million, compared to $429 million in the previous quarter [7] - Cash flow from operating activities for the quarter was $31 million, up from $13.5 million in the same period last year [7] Company Strategy and Development Direction - The company expects continued strong demand in NSC driven by the data center ecosystem and aerospace and defense customers, with a focus on integrating the recently acquired Spirent Communications product lines [9][10] - The company plans to report NSC as one business segment going forward, leveraging complementary product portfolios [10] Management's Comments on Operating Environment and Future Outlook - Management noted strong momentum from Q4 2025, with expectations for continued growth in NSC driven by data center demand and aerospace and defense [11][12] - The service providers' business was stable, with gradual recovery in fiber offset by soft demand for wireless products [13] Other Important Information - The company successfully refinanced $250 million in convertible notes and repurchased approximately 2.7 million shares for about $30 million [7] - The acquisition of Spirent Communications is expected to add about $200 million in annual revenue run rate, higher than the previous estimate of $188 million [8][44] Q&A Session Summary Question: Update on revenue mix between core telecom service provider and new products - Management indicated a shift in revenue mix to approximately 45% service provider, 40% data center ecosystem, and 15% aerospace and defense, with data center revenue approaching service provider levels [18][19] Question: Growth breakdown in core NSC business - Management noted strong demand from data center and aerospace and defense sectors, with traditional field instruments seeing increased demand from hyperscalers [20][22] Question: Operating margin guidance for NSC - Management expects operating margins to improve with Spirent's contribution, projecting around $165 million in quarterly revenue from Spirent [24][25] Question: Impact of wireless business recovery on earnings - Management acknowledged that recovery in the wireless segment could significantly enhance earnings, with potential for EPS to approach $1 if trends continue positively [27][28] Question: Margin profile of Spirent Communications business - Management stated that Spirent has a higher gross margin than the average NSC and is expected to be accretive post-integration [51][52]

Defense Sector Performance - Defense sector stocks broke out following increased Middle East tensions [1] - RTX is up approximately 85% and Axon is up 5% since May 19th [2] - Aerospace and defense sector stocks' median year-to-date return is 17%, significantly outperforming the S&P 500's 07% median return [4] - Nearly all aerospace and defense stocks are above their 50-day moving average, indicating strong upward momentum [4] Investment Strategy - The market anticipates events, making defense stocks a potentially lucrative investment [3][5] - Focus on stocks where the market has already identified opportunities, such as those benefiting from increased conflict [5] - Consider moving up stops on winning trades based on investment timeline [2] Company Specifics - GE Aerospace's defense sector accounts for approximately 25% of its total revenue [8] - GE Aerospace expects to increase its EBIT growth rate from 10 billion to 13 billion by 2028, with mid-20s margins and strong free cash flow [8] - Boeing is considered a cheaper and more compelling turnaround story compared to GE [9] Key Investment Drivers - Defense contractors offer consistent earnings, cash flow, and dividends [7] - Guaranteed revenue from the US government makes defense stocks attractive [7]

Financial Data and Key Metrics Changes - Net revenue for Q3 fiscal year 2025 was $284.8 million, exceeding the midpoint of guidance range of $276 million to $288 million, representing a sequential increase of 5.2% and a year-over-year increase of 15.8% [6] - Operating margin for the quarter was 16.7%, above the high end of guidance range of 13% to 15%, and increased by 1.8% sequentially and 7.4% year-over-year [6][7] - EPS was $0.15, above the high end of guidance range of $0.10 to $0.13, with a sequential increase of $0.02 and a year-over-year increase of $0.09 [7] Business Segment Data and Key Metrics Changes - NSE revenue for Q3 was $208.2 million, slightly above the midpoint of guidance range of $200 million to $212 million, with a year-over-year increase of 22.6% [7][8] - NE revenue for the quarter was $188 million, a year-over-year increase of 23.9%, driven by strong demand for fiber-led and production products [8] - SE revenue was $20.2 million, an increase of 11.6% year-over-year, in line with expectations [9] - NSE gross margin was 63.1%, up 1.7% year-over-year, while NE gross margin was 63.4%, an increase of 190 basis points [9] - OSP revenue for Q3 was $76.6 million, just above the high end of guidance range, with a year-over-year increase of 0.5% [10] Market Data and Key Metrics Changes - The aerospace and defense business segment is expected to be a strong multiyear growth driver, particularly due to the acquisition of Inertia Labs [16] - Demand for fiber monitoring by hyperscale data center operators is expected to continue through calendar year 2025 [16] - The wireless business segment is seeing stronger demand for 5G field instruments, indicating a potential recovery in the overall wireless segment [17] Company Strategy and Development Direction - The company is prioritizing capital allocation towards M&A, specifically the acquisition of Spirent's high-speed Ethernet and network security business lines [12] - The company plans to finance the acquisition with additional debt while maintaining financial discipline, targeting less than four times gross leverage [12] - The company is assessing the potential impact of global tariffs on overall demand and timing of orders, with a cautious outlook for the fourth quarter [13][18] Management's Comments on Operating Environment and Future Outlook - Management noted that the March quarter was unseasonably strong, continuing the recovery and growth momentum from fiscal Q2 [15] - There are concerns about potential delays in customer orders due to recently imposed tariffs, but no cancellations have been reported [22][24] - Management expects some orders may be delayed or reduced in volume as customers adjust to tariff impacts [26][70] Other Important Information - Total cash and short-term investments at the end of Q3 were $400.2 million, down from $512.8 million in the previous quarter, primarily due to the Inertia Labs acquisition [11] - The company did not purchase any shares during the quarter, focusing on M&A instead [12] Q&A Session Summary Question: Concerns about tariff impacts on revenue - Management indicated that while there are concerns about delays in approved POs, no orders have been canceled, and customers are accepting tariff increases [22][24] Question: Exposure to tariffs from manufacturing locations - Approximately 15% of revenue is subject to tariffs, with China being the most affected region, but management expects to mitigate this impact within three to six months [27][28] Question: Strength in NSE business and service provider spending - Management believes the demand from service providers is healthy and not indicative of a pull-forward, with expectations of gradual recovery in spending [60][62] Question: Update on the aerospace and defense business - The aerospace and defense segment is experiencing strong growth, particularly in positioning, navigation, and timing due to demand for drones and anti-jamming technologies [84] Question: Size of the fiber lab and production business - Management estimates that fiber lab and production may account for around 20% of NSE revenue, with expectations of strong growth driven by data center demand [88][90]

As filed with the Securities and Exchange Commission on April 10, 2025. Registration No. 333-285149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIRO Group Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3721 88-0812695 (I.R.S. Employer Identificatio ...