XTI Aerospace Inc (XTIA)

[tw0122]

.37 The Company is seeking withdrawal of the Registration Statement because it does not plan to pursue a public offering on a Form S-1 Registration Statement at this time. Because the proposed offering of the shares registered under the Registration Statement will not occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Company confirms that no securities have been sold or will be sold pursuant to the Registration Statement.