Woodline Partners LP filed a Schedule 13G reporting that the Woodline Master Fund LP directly holds 1,952,611 shares of AIRO Group Holdings common stock, representing 7.2% of the outstanding class. That percentage is calculated on an aggregate of 27,074,420 shares outstanding after the Companys IPO and full exercise of the underwriters overallotment, as stated in the filing. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
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Insights
TL;DR: Woodline holds 1,952,611 AIRO shares (7.2%), a material passive stake disclosed on Schedule 13G.
The Schedule 13G shows a beneficial ownership position of 1,952,611 shares, equal to 7.2% of AIROs stated 27,074,420 shares outstanding. Because the filing is a Schedule 13G and includes a certification that the shares were acquired in the ordinary course and not to influence control, this appears to be a passive institutional disclosure rather than an active control effort. This ownership level exceeds the 5% reporting threshold and is therefore material as a disclosure item, though the filing explicitly disclaims intent to change control.
TL;DR: Schedule 13G indicates a significant institutional stake reported as passive; the filer disclaims intent to influence control.
The reporting person is Woodline Partners LP acting as investment adviser to Woodline Master Fund LP, which directly holds the shares. The filing notes that group-related items are marked Not Applicable and includes the required certification that the securities were not acquired to influence control. From a governance disclosure standpoint, this satisfies the issuers transparency requirements for a >5% passive investor position under Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AIRO Group Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
009422106
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
009422106
1
Names of Reporting Persons
Woodline Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,952,611.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,952,611.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,611.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AIRO Group Holdings, Inc.
(b)
Address of issuer's principal executive offices:
5001 Indian School Road NE, Suite 100, Albuquerque, NM 87110
Item 2.
(a)
Name of person filing:
This statement is filed by Woodline Partners LP ("Woodline Partners" or the "Reporting Person"), a Delaware limited partnership, and the investment adviser to Woodline Master Fund LP (the "Woodline Fund"), with respect to the shares of common stock, par value $0.000001 per share ("Common Stock") of AIRO Group Holdings, Inc. (the "Company") directly held by the Woodline Fund.
The filing of this statement should not be construed as an admission that the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of Woodline Partners is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.
(c)
Citizenship:
Woodline Partners is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, par value $0.000001 per share
(e)
CUSIP No.:
009422106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 27,074,420 shares of Common Stock outstanding, after giving effect to the completion of the Company's initial public offering and the full exercise of the underwriters' overallotment option as described in the Company's Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on June 16, 2025.
(b)
Percent of class:
7.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Woodline Partners LP
Signature:
/s/ Erin Mullen
Name/Title:
Erin Mullen, General Counsel & Chief Compliance Officer
