SKYX Platforms Corp美股招股说明书(2026-01-23版)

This prospectus relates to the offer and resale, from time to time, by the selling securityholders named in this prospectus (the “SellingSecurityholders”) of (i) up to (A) 750,000 shares of common stock, no par value per share (the “common stock”), that may be issuedupon the conversion of 60,000 outstanding shares of the Company’s Series A-2 Preferred Stock, no par value per share (the “Series A-2 Preferred Stock”), which were issued in private placements during December 2025, and (B) 600,000 shares of common stock that 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 the applicable transaction documents, as further described in this prospectus. See “Prospectus 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 different Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SKYX.” On January 20, 2026, theclosing sale price of our common stock as reported on Nasdaq was $2.45. 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 by 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 January 23, 2026 TABLE OF CONTENTS 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 otherwise 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 this 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 where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurateonly as of the date on its respective cover and that any information incorporated by reference is accurate only as of the date of thedocument incorporated by reference or, in each case, any earlier date specified for such information, unless we indicate otherwise. Our This prospectus incorporates by reference, and any post-effective amendment or any prospectus supplement may contain orincorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications andother publicly available information. Although we believe these sources are reliable, neither we nor the Selling Securityholdersguarantee the accuracy or completeness of this information and neither we nor the Selling Securityholders have independently verifiedthis information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in thisprospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and Unle