Safe Pro Group Inc美股招股说明书(2025-09-12版)

SAFE PRO GROUP INC. 2,000,000 Shares of Common Stock2,000,000 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus relates to the resale, from time to time, by the selling stockholders (the “Selling Stockholders”) identified inthis prospectus under the caption “Selling Stockholders,” of up to an aggregate of 4,000,000 shares of our common stock, consisting of2,000,000 shares of our common stock and 2,000,000 shares of our common stock issuable upon exercise of certain outstandingcommon stock purchase warrants (the Warrants”), issued to the Selling Stockholders in a private placement transaction (the “PIPETransaction”). The Warrants were issued on August 21, 2025, have an initial exercise price equal to $6.00 per share, are immediatelyexercisable, and will expire three years from the date of issuance. See “Prospectus Summary – August 2025 PIPE Transaction” for additional information regarding the PIPE Transaction andthe Warrants. 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 Stockholders. We will receive proceeds from any cash exercise of the Warrants, which, ifexercised in cash with respect to all of the 2,000,000 shares of common stock offered hereby, would result in gross proceeds to us of amaximum of $12.0 million; however, we cannot predict when and in what amounts or if the Warrants will be exercised and it ispossible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. The SellingStockholders may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at thetime of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Planof Distribution” on page 8. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, atprices related to prevailing market price or at negotiated prices. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various relatedexpenses. Each Selling Stockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer andsale of its shares. Our common stock is listed on the Nasdaq Stock Market and traded under the symbol “SPAI.” On September 5, 2025, theclosing price of the common stock, as reported on Nasdaq was $6.74 per share. There is no established public trading market for theWarrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Warrants on any nationalsecurities exchange. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and we have elected to comply withcertain reduced public company reporting requirements. You should read this prospectus, together with additional information described under the headings “Incorporation ofCertain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of oursecurities. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 ofthis prospectus for a discussion of risks 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 September 12, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS5SELLING STOCKHOLDERS6PLAN OF DISTRIBUTION8EXPERTS10LEGAL MATTERS10WHERE YOU CAN FIND MORE INFORMATION10INCORPORATION BY REFERENCE10i ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”)pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares ofour common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed byus includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreferenc