Safe Pro Group Inc美股招股说明书(2025-11-28版)

SAFE PRO GROUP INC. 2,000,000 Shares of Common Stock 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 2,000,000 shares of our common stock. 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. The Selling Stockholders may sell the shares of our common stock offered bythis prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through anyother means described in this prospectus under the caption “Plan of Distribution” on page 8. The shares of common stock may be sold 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 and Our common stock is listed on the Nasdaq Stock Market and traded under the symbol “SPAI.” On November 6, 2025, theclosing price of the common stock, as reported on Nasdaq was $5.23 per share. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and we have elected to comply with 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 November 28, 2025 TABLE OF CONTENTS 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 by 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 byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make anyrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement,including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be arepresentation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry,including our general expectations and market opportunity, is based on information from our own management estimates and research,as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimatesare derived from publicly available information, our knowledge of our industry and assumptions based on such information andknowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and the documents incorporated herein by reference anddoes not contain all of the information that you need to c