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                             March 23, 2022

       Jacob Suen
       Chief Executive Officer
       Airgain, Inc.
       3611 Valley Centre Drive, Suite 150
       San Diego, CA 92130

                                                        Re: Airgain, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed March 21,
2022
                                                            File No. 333-263568

       Dear Mr. Suen:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-3

       General

   1.                                                   We note that your
registration statement incorporates by reference your Form 10-K for the
                                                        fiscal year ended
December 31, 2021, which in turn incorporates by reference
                                                        certain Part III
information from a definitive proxy statement that you have not yet filed.
                                                        Please be advised that
we cannot accelerate the effective date of your registration
                                                        statement until you
have amended your Form 10-K to include the Part III information or
                                                        have filed a definitive
proxy statement which includes such information. For guidance,
                                                        please refer to
Question 123.01 of the Securities Act Forms Compliance and Disclosure
                                                        Interpretations.
   2.                                                   We note that your
prospectus lists depositary shares on the cover page, describes them in
                                                        the section entitled
"Description of Depositary Shares," and lists a deposit agreement as
 Jacob Suen
Airgain, Inc.
March 23, 2022
Page 2
      Exhibit 4.6. Please have counsel revise the legal opinion filed as
Exhibit 5.1 to opine as
      the depositary shares, and additionally revise the filing fee table to
include the depositary
      shares, or advise.
Exhibits

3.    Please revise your exhibit index as appropriate to reflect the securities
being offered and
      to ensure sequential numbering. In this regard, we note the Form of Note
and Form of
      Rights Agreement listed as Exhibits 4.5 and 4.10, respectively, as well
as a gap in
      numeration. Please also ensure that the legal opinion references the
correct exhibit
      number(s).
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454 with
any questions.



                                                             Sincerely,
FirstName LastNameJacob Suen
                                                             Division of
Corporation Finance
Comapany NameAirgain, Inc.
                                                             Office of
Manufacturing
March 23, 2022 Page 2
cc:       Matthew T. Bush
FirstName LastName