SecProbe.io

CORRESP
1
filename1.htm

August
2, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, NE

Washington,
DC 20549

Attention:
Benjamin Richie

    Re:
    Safe
    Pro Group Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    July 19, 2024

    File
    No. 333-280599

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Safe Pro Group Inc. (the “Company”) in response to the comment letter, dated
August 1, 2024, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to Amendment No. 1 to the Registration Statement on Form S-1 filed on July 19, 2024
(the “Registration Statement”). On the date hereof, the Company has filed Amendment No. 2 to the Registration Statement
(the “Amended Registration Statement”).

For
your convenience, we have repeated each comment prior to the response in italics. We welcome any questions you may have about our comments
or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
Page

  1.
  We note your revised disclosure in response to prior
comment 2 and reissue in part. Please further revise your cover page to disclose that your officers and directors will have the ability
to substantially influence all matters submitted to your stockholders for approval and to substantially influence or control your operations,
management, and affairs. Also, please revise your prospectus summary to include a discussion of your “controlled company”
status, and whether you intend to rely on “controlled company” elections.

RESPONSE:
The cover page of the Amended Registration Statement has been amended to include the following disclosure (emphasis added):

United
States Securities and Exchange Commission

August
2, 2024

Page
2

“Upon
the closing of this offering, our officers and directors will retain controlling voting power in our company. As a result, our
officers and directors will have the ability to substantially influence all matters submitted to our stockholders for approval and to
substantially influence or control our operations, management, and affairs. In addition, we will be a “controlled company”
under Nasdaq’s rules, although we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled
company” under the rules of Nasdaq. See “Risk Factors – If we are a ‘controlled company’ under the rules
of Nasdaq, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our
public stockholders.” for more information.”

In
addition, the Company has revised the “Prospectus Summary” section in the Amended Registration Statement to include the following:

“Controlled
Company Status

Upon
the closing of this offering, our officers and directors will retain controlling voting power in our company. As a result, our officers
and directors will have the ability to substantially influence all matters submitted to our stockholders for approval and to substantially
influence or control our operations, management, and affairs. In addition, we will be a “controlled company” under Nasdaq’s
rules, although we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company”
under the rules of Nasdaq. See “Risk Factors – If we are a ‘controlled company’ under the rules of Nasdaq, we
may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.”
for more information.”

June
and July 2024 Promissory Notes, page II-4

  2.
  We note your disclosure here and throughout the filing
that you entered into a promissory note on July 12, 2024 with “an individual.” In addition, we note that Exhibit 4.3 includes
a Promissory Note between the Company and an accredited investor, entered into as of July 11, 2024. Please clarify whether these are
the same notes, and, if applicable, revise to refer to the date of the note consistently. Please also identify the “individual”
and “accredited investor” with which you entered into the note(s), or provide us with your analysis as to why this is not
required,

RESPONSE:
The Company confirms the promissory note that was entered into with the individual occurred on July 11, 2024. The Amended Registration
Statement has been revised to correct the date of the note and to identify the individual with which the Company entered into the note.

United
States Securities and Exchange Commission

August
2, 2024

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3

Selling
Stockholders, page Alt-4

  3.
  We note your revised disclosure in response to prior
comment 4. Please revise your disclosure to include additional details regarding the transactions described. Your disclosure should include
the dates of the relevant transactions or sales agreements and any consideration received by the company in exchange for the shares.

RESPONSE:
The Amended Registration Statement has been amended to include a footnote for each selling stockholder that provides the details of the
transactions for which the shares to be offered were acquired.

General

  4.
  We note that Section 21 of the Certificate of Incorporation
(Exhibit 3.1) and Section 7.4 of the Amended and Restated Bylaws (Exhibit 3.2) include exclusive forum provisions. Please revise to add
risk factor disclosure related to these provisions, including risks related to increased costs for investors to bring a claim and that
these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable.
In an appropriate place in your filing, please include disclosure clearly describing the provision, including the relevant forum for
litigation, any subject matter jurisdiction carve out, and questions of enforceability.

RESPONSE:
The “Risk Factors” section in the Amended Registration Statement has been amended to add the following new risk factor:

“Our
certificate of incorporation and bylaws provides that the state and federal courts located in the State of Delaware will be the exclusive
forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a
favorable judicial forum for disputes with us or our directors, officers or employees.

Our
certificate of incorporation and bylaws provides that the state and federal courts located in the State of Delaware will be the exclusive
forum for the following types of actions or proceedings:

●
any derivative action or proceeding brought on our behalf;

●
any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or to our
stockholders;

●
an action asserting a claim arising pursuant to any provision of the DGCL; or

●
any action asserting a claim governed by the internal affairs doctrine.

United
States Securities and Exchange Commission

August
2, 2024

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4

Notwithstanding
the foregoing, the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended. or any claim for which the federal courts have exclusive or
concurrent jurisdiction.

While
the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring
a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert
the validity and enforceability of the exclusive forum provisions of our certificate of incorporation and bylaws. This may require significant
additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will
be enforced by a court in those other jurisdictions.

These
exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other
employees. If a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of
which could harm our business.”

In
addition, in the “Description of Securities” section in the Amended Registration Statement the following new section has
been included:

“Forum
Selection

Our
certificate of incorporation and bylaws provides that the state and federal courts located in the State of Delaware will be the exclusive
forum for the following types of actions or proceedings: (i) any derivative action or proceeding brought on our behalf; (ii) any action
asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders;
(iii) an action asserting a claim arising pursuant to any provision of the DGCL; or (iv) any action asserting a claim governed by the
internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provisions will not apply to suits brought to enforce any
liability or duty created by the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended. or any claim for
which the federal courts have exclusive or concurrent jurisdiction.

While
the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring
a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert
the validity and enforceability of the exclusive forum provisions of our certificate of incorporation and bylaws. This may require significant
additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will
be enforced by a court in those other jurisdictions. These exclusive forum provisions may limit a stockholder’s ability to bring
a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage
lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive forum provision in our
certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated
with resolving the dispute in other jurisdictions, all of which could harm our business.”

*             *           *

*     *     *

United
States Securities and Exchange Commission

August
2, 2024

Page
5

Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Cavas Pavri

    By:
    Cavas Pavri

 Enclosures

    cc:

    Daniyel
    Erdberg, CEO, Safe Pro Group Inc.