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United States securities and exchange commission logo
May 14, 2024
Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, FL 33160
Re:Safe Pro Group Inc.
Draft Registration Statement on Form S-1
Submitted April 17, 2024
CIK No. 0002011208
Dear Daniyel Erdberg:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.Please revise to provide a diagram of your organizational structure and disclose, if true,
that you are a holding company operating through your three subsidiaries Safe Pro AI
LLC, Safe-Pro USA LLC, and Airborne Response Corp. Please clarify whether these
subsidiaries are wholly-owned, and briefly describe how the three business units are
managed and operate, both together and as separate businesses.
2.We note your disclosure in the risk factor on page 6 that "[f]or the years ended December
31, 2023, and 2022, we have incurred net losses of approximately $6.3 million and $0.5
million, respectively," and "[a]s of December 31, 2023, we had an accumulated deficit of
approximately $6.8 million." Please revise the description of your business in your
prospectus summary to note your net losses and accumulated deficit as of the date of the

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financial statements included in your filing.
The Offering
Representative Warrants, page 4
3.Please revise your cover page to disclose, as you do here, that "[t]he Representative
Warrants and the underlying shares of common stock are registered on the registration
statement of which this prospectus is a part," and describe the material terms of the
Representative Warrants.
Risk Factors
Risks Related to Our Business and Industry
We lack an established operating history . . ., page 6
4.We note your disclosure that "[w]hile Safe-Pro USA LLC has conducted business
operations since 2008 and Airborne Response Corp. has conducted business operations
since 2016, they were later combined under Safe Pro Group on June 7, 2022, and August
29, 2022, respectively." Please tell us why you have not included your other operating
unit, Safe Pro AI LLC, in your discussion in this risk factor.
If critical components or raw materials used to manufacture our products become scarce or
unavailable . . ., page 9
5.We note that you rely on a limited number of suppliers for the raw materials and hardware
components necessary to manufacture your products, and your disclosure that, from time
to time, shortages in allocations of components and materials have resulted in delays in
filling orders. Please disclose the cause of these shortages and the effect of the delays in
filling orders on the company, if material. We further note that you have not entered into
any long term agreements with these suppliers. Please disclose any steps the company has
taken in order to mitigate the risk of supply chain disruptions.
Certain key customers may bolster their in-house aerial drone capabilities thereby reducing
dependency on our services., page 10
6.You disclose that "[l]arge customers representing a significant portion of our revenue may
expand their capabilities to provide aerial managed services via in-house UAS fleets and
flight teams resulting in diminishing use of our service contracts." Please revise your
disclosure to discuss the consequences to your business of these customers expanding
their capabilities to provide aerial managed services. Discuss any other risks related to this
customer concentration. In addition, please identify the portion of your total revenue for
the financial periods presented in your filing attributable to these large customers, and
disclose whether you have any contracts or agreements with these customers.

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Sales to customers outside the United States or with international operations expose us to risks
inherent in international sales., page 10
7.We note your disclosure referencing "some of [y]our business partners." In an appropriate
place in your filing, please describe your current partnerships, including any material
partnership agreements and their terms.
Some of our products may be subject to governmental regulations . . ., page 10
8.Please revise your disclosure to clarify the significance of members of your management
being registered with the Defense Trade Controls Compliance ("DTCC”) program with
the United States Department of State.
Use of Proceeds, page 20
9.We note your disclosure here that the proceeds of this offering will be used "for working
capital and general corporate purposes." We also note your disclosure on page 4 that "[w]e
intend to use the net proceeds of this offering for the repayment of outstanding
indebtedness and payables, working capital and general corporate purposes." Finally, we
note your disclosure on page 11 that you intend to continue to pursue potential strategic
transactions. Please revise your disclosure to provide the estimated amount of proceeds
you will use for the repayment of indebtedness, payable, working capital, and general
corporate purposes. For proceeds that will be used to repay indebtedness, set forth the
interest rate and maturity of such indebtedness, and if the indebtedness to be discharged
was incurred within one year, describe the use of the proceeds of such indebtedness other
than short-term borrowings used for working capital. If you intend to use a portion of the
proceeds to pursue potential strategic transactions, please disclose the amount of proceeds
you intend to use for this purpose and identify the strategic transaction. Refer to Item 504
of Regulation S-K, including Instruction 4.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview, page 22
10.We note your statement on page 22 that "[o]n March 9, 2023, Safe Pro Group Inc.
acquired Demining Development LLC," and "[o]n August 30, 2023, the Company filed an
amended and restated Articles of Organization to change its name to Safe Pro AI LLC."
We also note your disclosure on page 2 that "[o]n March 9, 2023, we acquired Safe Pro AI
LLC, the developer of award-winning AI, ML and computer vision systems." Please
revise your disclosure for consistency, including by revising this section to clarify, if true,
that you acquired Demining Development LLC on March 9, 2023, which later effected a
name change.

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Critical Accounting Policies
Revenue recognition, page 27
11.Revise to disclose if you offer any warranties on your products and, if so, how you
account for those obligations.
Business
Overview, page 30
12.Given that you operate in certain industries that appear to require technical expertise and
under certain circumstances, certification of remote pilots, clarify the requisite
qualifications for personnel who are employed in each of your three business units. Make
conforming changes to your disclosure in your "Employees" section, as appropriate. In
addition, clarify whether you rely on third-party owned drones or maintain your own.
Our Growth Strategy, page 31
13.We note your statement on page 32 that you are "targeting multiple multi-billion-dollar
markets." In addition, in your discussion of potential opportunities, you disclose the sizes
of certain global markets, potential market growth rates, certain international conflicts,
and regions. Please revise your disclosure to clarify the current markets in which the
company operates and the company's relevant market share as this relates to your
disclosures regarding the size of the the AI image recognition market, the global drone
services market, the global market size of public safety drones industry, the global body
armor market, and the armor industry. Please also provide timelines for the expansion of
the company's operations into these global markets, and if this expansion is not planned
for the near future, please clarify how this information is relevant to the company's current
goals.
14.Where you discuss intended growth plans, including certain technologies, products,
services, and capabilities, please provide a timeline for the intended completion and
commercialization of your products. For example, where you disclose that "[t]he
Company intends to utilize Safe Pro AI’s technology, which enables the capture and rapid
processing of large amounts of visual imagery to create new high-fidelity maps and data
outputs utilizing AI and proprietary datasets for customers to analyze their existing data,"
please disclose the timeline by which you expect to be able to provide these outputs to
customers.
15.We note that the data you reference from the Grand View Research and Stratview
Research studies include expected CAGRs beginning in 2022 and 2023, respectively.
Please disclose whether the projected growth rates have been accurate to date. Please also
disclose whether these studies, or any other studies referenced in your registration
statement, were commissioned by the company.

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Our Competition, page 33
16.We note the disclosure of "key competitive factors" that will impact your success. Please
provide further detail describing how the company intends to compete on the basis of
these factors for each of the sectors in which it operates.
Our Customers, page 33
17.Please revise your disclosure to include the material terms of your multi-year contracts.
To the extent these contracts are material to your business, please identify the specific,
material contracts and related counterparties, disclose their material terms, and file these
contracts as exhibits to your registration statement. See Item 601(b)(10) of Regulation S-
K. Alternatively, please provide us with you legal analysis as to why you believe you are
not required to file these contracts.
18.We note your disclosure here and throughout the filing referencing a significant near-term
opportunity in Ukraine. Please revise your disclosure to describe the status of your efforts
to pursue this opportunity, including any steps you have taken thus far to engage with any
customers.
Supplier Concentration, page 33
19.We note your disclosure that during fiscal 2022 and 2023, you purchased substantially all
of your inventory from four suppliers. Please identify these suppliers. See Item
101(h)(4)(v) of Regulation S-K. Please also provide risk factor disclosure describing the
risks related to this supplier concentration.
Intellectual Property, page 34
20.We note your disclosures that your success is dependent upon protecting intellectual
property; that you "maintain a program designed to identify technology that is appropriate
for patent and trade secret protection" and "file patent applications in the United States
and, when appropriate, certain other countries for inventions that we consider significant;"
and "[a]s of March 31, 2024, we also had two patent applications pending in the United
States and foreign jurisdictions," and no patents granted in the United States. Please
clarify whether the two pending patent applications are the only patent applications you
have outstanding, and whether you currently hold any other patents, including those that
you may have acquired. If applicable, please provide more information about the relevant
patents, trademarks, licenses and your reliance upon copyright, trade secret and
intellectual property laws, including the patent number, type of patent protection granted,
the expiration year of each patent held, and the jurisdiction of each patent. Refer to Item
101(c)(1)(iii) of Regulation S-K.
Research and Development, page 34
21.Please expand your disclosure here to provide additional detail describing your current

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research and development efforts. In this regard, we note your disclosure on page 8 that
you continue to make significant investments in research and development relating to your
technologies and products, on page 23 that you expect your research and development
costs to continue to increase as you develop new products and modify existing products to
meet the changes within the telecom landscape, and on page 25 that the increase in
research and development expenses for fiscal 2023 were primarily attributable to your
development of advanced artificial intelligence-powered object detection and data analysis
and reporting tools for hyper-scalable, cloud-based processing of drone imagery.
Regulation, page 35
22.Please revise your disclosure to provide a more complete discussion of the regulations that
are material to your business, including the industries in which you operate your three
business units and all of the geographic locations in which you operate. You should
describe the relevant regulations, and explain how they impact your current and planned
operations. To the extent material, please also include regulations related to the potential
markets and industries in which you intend to operate. Refer to Item 101(h)(4)(ix) of
Regulation S-K. Make conforming changes to your risk factor disclosure, where
appropriate.
Principal Stockholders, page 45
23.Please identify the natural person(s) who have voting and investment control of the
shares beneficially owned by RealtyFolio LLC.
Certain Relationships and Related Party Transactions, page 46
24.We note your disclosure here describing certain agreements and amendments
thereto related to your acquisitions of Safe-Pro USA LLC and Airborne Response Corp.
Please file these agreements and any agreement(s) related to your acquisition of Safe-Pro
AI LLC as exhibits to your registration statement or tell us why you believe you are not
required to do so. See Item 601 of Regulation S-K. As a related matter, in an appropriate
place in your filing, please describe the terms of the acquisitions of each of your three
business units, including the merger consideration and parties.
Acquisition Related - Due to Related Party
Safe-Pro USA LLC, page 46
25.Please expand your disclosure in this section to discuss the material terms of the Exchange
Agreement, including a more detailed description of why the company agreed to assume a
liability due to the former member of Safe-Pro USA and current President of Safe-Pro
USA. Provide additional detail describing the terms of amendments to the agreement,
including the Fifth Amendment to Exchange Agreement. In addition, please identify the
"Safe-Pro USA preacquisition members," and identify the company owned by the
preacquisition members that paid certain expenses and wages on behalf of the company

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