Safe Pro Group Inc美股招股说明书(2025-06-20版)

513,335Shares of Common Stock Issuable Upon Conversion of Series C Preferred Stock513,335Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the caption“Selling Shareholders,” of up to 513,335 shares of our common stock issuable upon conversion of Series C convertible preferred stock(the “Series C Preferred Stock,” and upon conversion, the “Conversion Shares”) and 513,335 shares of our common stock issuableupon exercise of certain outstanding common stock purchase warrants (the “Warrants,” and upon exercise, the “Warrant Shares”)issued to the selling shareholders. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale ofshares of common stock by the selling shareholders. We will receive proceeds from any cash exercise of the Warrants, which, ifexercised in cash with respect to all of the 513,335 shares of common stock offered hereby, would result in gross proceeds to us of amaximum of approximately $1,504,072; however, we cannot predict when and in what amounts or if the Warrants will be exercisedand it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. The selling shareholders may sell the shares of our common stock offered by this prospectus from time to time on terms to bedetermined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus underthe caption “Plan of Distribution.” The shares of common stock may be sold at fixed prices, at market prices prevailing at the time ofsale, at prices related to prevailing market price or at negotiated prices. Our common stock is listed on the NASDAQ Stock Market under the symbol “SPAI.” On June 5, 2025, the last sale price forour common stock as reported on the NASDAQ Stock Market was $2.66 per share. There is no established public trading market forthe warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants on anynational securities exchange. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”appearing on page 4 ofthis prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 20, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING3RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS21USE OF PROCEEDS22DIVIDEND POLICY23MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS24BUSINESS33MANAGEMENT42EXECUTIVE COMPENSATION47SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT52CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS53SELLING SHAREHOLDERS55PLAN OF DISTRIBUTION57DESCRIPTION OF SECURITIES59LEGAL MATTERS61EXPERTS61WHERE YOU CAN FIND MORE INFORMATION61INDEX TO FINANCIAL INFORMATIONF-1 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling shareholders identified in this prospectus under the caption “SellingShareholders,” from time to time, of up to an aggregate of 513,335 shares of common stock issuable upon conversion of Series Cconvertible preferred stock and 513,335 shares of our common stock issuable upon exercise of certain outstanding common stockpurchase warrants. We are not selling any shares of our common stock under this prospectus, and we will not receive any proceedsfrom the sale of shares of common stock offered hereby by the selling shareholders, although we will receive cash from the exercise ofthe outstanding common stock purchase warrants. You should read this prospectus, any documents that we incorporate by reference in this prospectus and the informationbelow under the caption “Where You Can Find More Information” and “Incorporation By Reference” before making an investmentdecision. You should rely only on the information contained in or incorporated by reference into this prospectus. We have notauthorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference herein.No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.You must not rely on any unauthorized information or representation. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and thatany information we have incorporated by reference is accurate only as of the date of the document incorporated by reference,regar