Form RW - Registration Withdrawal Request

Air T, Inc. / Air T Funding

11010 David Taylor Drive, Suite 305

Charlotte, NC 28262

October 17, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Air T, Inc. / Air T Funding

Withdrawal of Registration Statement on Form S-1

File No. 333-274172 and 333-274172-01

Ladies and Gentlemen:

Pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”), Air T, Inc. and Air T Funding (collectively the “Company”), hereby request the immediate withdrawal of their Registration Statement on Form S-1 (File No. 333-274172 and 333-274172-01), initially filed with the Securities and Exchange Commission (“SEC”) on August 23, 2023, together with all exhibits thereto (“Registration Statement”), with such application to be approved effective as of the date hereof or at the earliest practical date thereafter.

The Company is seeking withdrawal of the Registration Statement as it does not intend to pursue the contemplated offering of the securities covered by the Registration Statement at this time. The Registration Statement has not been declared effective and no securities of the Company were sold pursuant to the Registration Statement.

The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the SEC in connection with the filing of the Registration Statement be credited for future use.

If you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact Philip T. Colton, Esq. of Winthrop & Weinstine, P.A. at [phone].

Very truly yours,

AIR T, INC.

By:/s/ Brian Ochocki    

    Brian Ochocki

    Chief Financial Officer

AIR T FUNDING

By:    AIR T, INC., as Depositor

By:/s/ Brian Ochocki    

Name: Brian Ochocki

Title: Chief Financial Officer

/s/ Mark Jundt    

Mark Jundt, As Administrative Trustee

/s/ Brian Ochocki    

Brian Ochocki, As Administrative Trustee

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