SKYX Platforms Corp美股招股说明书(2025-11-14版)

This prospectus relates to the offer and resale, from time to time, by the selling securityholders named in this prospectus (the “SellingSecurityholders”) of up to 14,719,841 shares of common stock, no par value per share (the “common stock”), consisting of (i) up to14,700,001 shares of common stock that may be issued upon conversion of $15.6 million aggregate principal amount, plus the amountof accrued and unpaid interest, if any, that may be payable in shares of common stock, of certain outstanding subordinated securedconvertible promissory notes, which are convertible into shares of common stock at a conversion price of $1.20 per share; and (ii) upto 19,840 shares of common stock issued or issuable pursuant to a private placement. We are filing the registration statement of which this prospectus is a part at this time to fulfill contractual obligations to do so pursuantto registration rights contained in applicable transaction documents, as further described in this prospectus. See “Prospectus Summary”for additional information. We will not receive any proceeds from the sale of the shares by the Selling Securityholders. Our registration of the shares of commonstock covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of common stock. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The SellingSecurityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of common stock. The SellingSecurityholders and any of their permitted transferees may offer and sell the shares covered by this prospectus in a number of differentways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offerand sell shares of our common stock under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” inthis prospectus. Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SKYX.” On November 12, 2025, theclosing sale price of our common stock as reported on Nasdaq was $1.62. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading “Risk Factors” beginning on page 5 of this prospectus and in the other documents that are incorporated byreference into this prospectus before purchasing any of the shares offered by this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 14, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE2PROSPECTUS SUMMARY3RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8SELLING SECURITYHOLDERS12PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a“shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell or otherwisedistribute the securities offered by them as described in the section titled “Plan of Distribution” in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms apart that may contain material information relating to these offerings. Such prospectus supplement or post-effective amendment mayalso add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency betweenthe information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on theprospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read thisprospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional informationdescribed under the heading “Where You Can Find More Information; Incorporation by Reference.” Neither we, nor the Selling Securityholders, have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplementprepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for and canprovide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders will not makean offer to sell these securities in any jurisdiction w