AgEagle Aerial Systems Inc.

Regulatory Filings • Sep 19, 2024

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AGEAGLE AERIAL SYSTEMS INC.

8201 E. 34 th Street N, Suite 1307

Wichita, Kansas 67226

September 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: AgEagle Aerial Systems Inc. (the “ Company ”) Registration Statement on Form S-1 (File No. 333-281897) (the “ Registration Statement ”)

Ladies and Gentlemen:

Reference is made to our September 17, 2024 letter in which the Company requested acceleration of the effectiveness of the Company’s above-referenced Registration Statement to 5:00 p.m. ET on September 18, 2024, or as soon thereafter as is practicable (the “ Effective Time ”), in accordance with Rule 461 under the Securities Act of 1933, as amended.

The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

| Very
truly yours, | |
| --- | --- |
| AGEAGLE
AERIAL SYSTEMS INC. | |
| By: | /s/
Mark DiSiena |
| Name: | Mark
DiSiena |
| Title: | Chief
Financial Officer |

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