SecProbe.io

CORRESP
 1
 filename1.htm

 Safe
Pro Group Inc.

 18305
Biscayne Blvd. Suite 222

 Aventura,
Florida 33160

 September
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Attention:
Jane Park

 Re: Safe
 Pro Group Inc.

 Registration
 Statement on Form S-3

 Registration
 No. 333-290107

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Safe Pro Group Inc., a Delaware corporation (the "Company"), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 P.M. (Eastern Time) on September 12, 2025, or as soon thereafter as possible on such date.

 Very truly yours,

 Safe Pro Group Inc.

 By:
 /s/ Daniyel
 Erdberg

 Name:
 Daniyel Erdberg

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, Florida 33160

 Re: Safe Pro Group Inc.
 Registration Statement on Form S-3
 Filed September 8, 2025
 File No. 333-290107
Dear Daniyel Erdberg:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Cavas Pavri, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Safe
Pro Group Inc.

 18305
Biscayne Blvd. Suite 222

 Aventura,
Florida 33160

 June
17, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Attention:
Juan Grana

 Re:
 Safe Pro Group Inc.

 Registration
Statement on Form S-1

 Registration
No. 333-287851

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Safe Pro Group Inc., a Delaware corporation (the "Company"), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 P.M. (Eastern Time) on June 20, 2025, or as soon thereafter as possible on such date.

 Very
 truly yours,

 Safe
 Pro Group Inc.

 By:

 /s/
 Daniyel Erdberg

 Name:
 Daniyel Erdberg

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, FL 33160

 Re: Safe Pro Group Inc.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287851
Dear Daniyel Erdberg:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Cavas S. Pavri
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Safe
Pro Group Inc.

18305
Biscayne Blvd. Suite 222

Aventura,
Florida 33160

    August
    9, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Safe Pro Group
Inc.

    Registration Statement on Form S-1 (the “Registration
                                            Statement”)

    File
No. 333-280599

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Safe Pro Group Inc., a Delaware corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:30 P.M. (Eastern Time) on August 12, 2024, or as soon thereafter as possible on such date.

We
request that we be notified of such effectiveness by a telephone call to Cavas Pavri at (202) 724-6847 of ArentFox Schiff LLP.

    Very truly yours,

    Safe Pro Group Inc.

    By:

    /s/
    Daniyel Erdberg

    Name:

    Daniyel
    Erdberg

    Title:

    Chief
    Executive Officer

    cc:
    Cavas
    Pavri, ArentFox Schiff LLP

CORRESP
1
filename1.htm

Dawson
James Securities, Inc.

101
North Federal Highway, Suite 600

Boca
Raton, Florida 33432

August
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Benjamin
    Richie

    Re:
    Safe
                                            Pro Group Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-280599

Ladies
and Gentlemen:

Dawson
James Securities, Inc. (“Dawson”), as representative of the underwriters for the referenced offering, hereby concurs
in the request by Safe Pro Group Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30 p.m.
(Eastern Time), or as soon as practicable thereafter, on Monday, August 12, 2024, pursuant to Rule 461 under the Securities Act. Dawson
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    Dawson
    James Securities, Inc.

    By:
    /s/
    Robert D. Keyser, Jr.

    Robert
    D. Keyser, Jr.

    CEO

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

Page
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

Page
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.

August 1, 2024
Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, FL 33160
Re:Safe Pro Group Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 19, 2024
File No. 333-280599
Dear Daniyel Erdberg:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 15, 2024 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.
June and July 2024 Promissory Notes, page II-4
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 2.

August 1, 2024
Page 2
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.
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.
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.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Cavas S. Pavri

CORRESP
1
filename1.htm

July
19, 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.

  Registration Statement on Form S-1

  Submitted June 28, 2024

  CIK No. 0002011208

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Safe Pro Group Inc. (the “Company”) in response to the comment letter, dated
July 15, 2024, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Registration Statement on Form S-1 filed on June 28, 2024 (the “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.

Registration
Statement on Form S-1

Cover
Page

1. Please
                                            revise your primary prospectus cover page to note whether your resale offering will commence
                                            after your primary offering, or that you are concurrently conducting the resale offering.

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

“In
addition to the firm commitment underwritten offering of our common stock by us pursuant to this prospectus, simultaneously with
the initial public offering, certain of our securities holders are offering 897,120 shares of our common stock pursuant to a
prospectus to be used in connection with the potential distribution of such shares by such security holders (the “Resale Prospectus”).”

    United States Securities and Exchange Commission

July 19, 2024

Page 2

2. We
                                            note your disclosure in your risk factor on page 17 that “[u]pon the closing of this
                                            offering, our executive officers and directors will beneficially own or control approximately
                                            63.5% of our outstanding common stock, or approximately 57.9% if the underwriters exercise
                                            their over-allotment option in full.” Please revise your cover page to disclose this
                                            fact, and 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 management and affairs. In addition, please revise to disclose, on the cover
                                            page and in the prospectus summary, whether you will be a “controlled company”
                                            as defined under the relevant Nasdaq listing rules and, if so, whether you intend to rely
                                            on “controlled company” exemptions. To the extent you will be considered a “controlled
                                            company,” please include risk factor disclosure that discusses the effect, risks and
                                            uncertainties of being designated a controlled company, including but not limited to, the
                                            result that you may elect not to comply with certain corporate governance requirements.

RESPONSE:
The cover page of the Registration Statement has been amended to include the following disclosure:

“Upon
the closing of this offering, our officers and directors will retain controlling voting power in our company. As a result, 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.”

Our
Competition, page 35

3. We
                                            note the disclosure of “key competitive factors” that will impact your success.
                                            As requested in our comment letter dated May 14, 2024, please provide further detail describing
                                            how you intend to compete on the basis of these factors for each of the sectors in which
                                            you operate. In your discussion, please quantify comparative costs and timeframes for development,
                                            supply, and production, where appropriate.

RESPONSE:
The Registration Statement has been amended on page 35 to include the following disclosure (emphasis added):

“The
key competitive factors affecting the success of our products vary by sector:

●
In body armor and protective gear, efficacy, safety, convenience, and price are principal selection criterion. Product pricing can be
a major competitive consideration in certain international markets where customers may consider lower-cost/lower performance foreign-manufactured
product options are available instead of high-quality/higher-performance Made in America products. As such, we may not be able
to compete solely on pricing and our ability to compete in this market will be dependent on customers prioritizing what we believe are
higher quality and higher performance products.

    United States Securities and Exchange Commission

July 19, 2024

Page 3

●
In aerial managed services, proximity to infrastructure or location and flight crew availability are major competitive factors. We
are currently focused solely on providing these services in Florida and, as such, we may only compete in this market and not expand into
in new markets in the near future.

●
In AI development, software development expertise and system design can have significant impact on customer selection. Additionally,
expertise in dataset collection and processing capabilities are critical. Our ability to compete in this market is dependent on
our software continuing to stay current with new technologies and developments, which will require continued research and development
in this area. As a smaller company, we may be unable to compete with larger and better financed entities in this market.”

Resale
Prospectus Cover Page, page Alt-1

4. Please
                                            revise the cover page of your resale prospectus to briefly discuss the transaction(s) pursuant
                                            to which the selling shareholders received their shares, and provide a cross reference to
                                            a more detailed discussion of the transaction(s) in your filing.

RESPONSE:
The cover page of the Resale Prospectus has been amended to include the following disclosure:

“The
shares of common stock included in this prospectus were received by the selling stockholders (i) from purchases of common stock in private
placements; (ii) for services rendered to us; (iii) from purchases of common stock from officers of our company; and (iv) upon the conversion
of convertible notes. For a more detailed description of these transactions, see the section “Selling Stockholders” below.”

The
“Selling Stockholders” section of the Resale Prospectus has been amended to include the following disclosure:

“Of
the shares set forth below: (i) 324,454 shares were purchased from us in private placements at a purchase price of $3.20 per share; (ii)
270,000 were purchased from our officers in private transactions; (iii) 252,666 shares of common stock will be issued immediately prior
to the closing of our initial public offering upon the conversion of outstanding convertible notes; and (iv) 50,000 shares were issued
to consultants for services rendered to us.”

General

5. Please
                                            tell us why you did not include a consent from independent accountants for audit reports
                                            of Airborne Response Corp. and Safe Pro USA, LLC. Refer to Section 7 of the Securities Act.

RESPONSE:
The Registration Statement has been amended to add consents from independent accountants for audit reports of Airborne Response Corp.
and Safe Pro USA, LLC.

*
*                   *

*
* *

    United States Securities and Exchange Commission

July 19, 2024

Page 4

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.

July 15, 2024
Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, FL 33160
Re:Safe Pro Group Inc.
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280599
Dear Daniyel Erdberg:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 14, 2024 letter.
Registration Statement on Form S-1
Cover Page
1.Please revise your primary prospectus cover page to note whether your resale offering
will commence after your primary offering, or that you are concurrently conducting the
resale offering.
We note your disclosure in your risk factor on page 17 that "[u]pon the closing of this
offering, our executive officers and directors will beneficially own or control
approximately 63.5% of our outstanding common stock, or approximately 57.9% if the
underwriters exercise their over-allotment option in full." Please revise your cover page to
disclose this fact, and 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 management and affairs. In addition, please revise
to disclose, on the cover page and in the prospectus summary, whether you will be a 2.

July 15, 2024
Page 2
"controlled company" as defined under the relevant Nasdaq listing rules and, if so,
whether you intend to rely on "controlled company" exemptions. To the extent you will be
considered a "controlled company," please include risk factor disclosure that discusses the
effect, risks and uncertainties of being designated a controlled company, including but not
limited to, the result that you may elect not to comply with certain corporate governance
requirements.
Our Competition, page 35
3.We note the disclosure of "key competitive factors" that will impact your success. As
requested in our comment letter dated May 14, 2024, please provide further detail
describing how you intend to compete on the basis of these factors for each of the sectors
in which you operate. In your discussion, please quantify comparative costs and
timeframes for development, supply, and production, where appropriate.
Resale Prospectus Cover Page, page Alt-1
4.Please revise the cover page of your resale prospectus to briefly discuss the transaction(s)
pursuant to which the selling shareholders received their shares, and provide a cross
reference to a more detailed discussion of the transaction(s) in your filing.
General
5.Please tell us why you did not include a consent from independent accountants for audit
reports of Airborne Response Corp. and Safe Pro USA, LLC. Refer to Section 7 of the
Securities Act.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Cavas S. Pavri

CORRESP
1
filename1.htm

June 28, 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.

    Draft
    Registration Statement on Form S-1

    Submitted
    April 17, 2024

    CIK
    No. 0002011208

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Safe Pro Group Inc. (the “Company”) in response to the comment letter, dated
June 14, 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 Draft Registration Statement on Form S-1 filed on May 30,
2024 (the “Draft 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 Draft Registration Statement on Form S-1

Our
Competition, page 35

1. We
                                            note your revised disclosure in response to prior comment 16, including that “we compete
                                            based on customization, rapid prototyping, and low cost due to our low overhead in comparison
                                            to large manufactures who can take longer to rapid develop non-off the shelf solutions.”
                                            Please further revise your disclosure to provide detail discussing how customization, rapid
                                            prototyping, and low cost are utilized by each of your subsidiaries and their relevant markets.
                                            Quantify comparative costs and timeframes for development, as appropriate.

RESPONSE:
The Draft Registration Statement has been amended to remove the disclosure referenced above.

Our
Customers, page 35

2. We
                                            note your revised disclosure in response to prior comment 17 and reissue in part. Please
                                            file your contracts with Florida Power & Light and any other material contracts the Company
                                            has entered into, or tell us why you believe you are not required to do so. Refer to Item
                                            601(b)(10) of Regulation S-K.

RESPONSE:
The Draft Registration Statement has been amended to include the Company’s contracts with Florida Power & Light in the exhibit
index as Exhibits 10.19 through 10.23.

Regulation,
page 37

3. We
                                            note your response to prior comment 22. Please revise your disclosure to provide a more complete
                                            and detailed discussion of material regulations relating to your three business units and
                                            the geographic locations in which you currently, or plan to, operate. Please explain how
                                            these regulations impact your current and planned operations. Refer to Item 101(h)(4)(ix)
                                            of Regulation S-K.

RESPONSE:
The Draft Registration Statement has been amended on page 37 to add the following regulation disclosure:

“Regulation

Each
of our operating subsidiaries is subject to different types of government regulation. We are not subject to any specific environmental
regulation and do not incur any costs associated with compliance with any environmental regulation.

Safe-USA
LLC

Safe-Pro
USA sells body armor and related protective personnel equipment. Exporting body armor from the United States involves compliance with
various regulations governed by multiple federal agencies. These regulations are designed to control the distribution of military and
dual-use items to ensure national security and foreign policy interests. The primary regulatory frameworks include the International
Traffic in Arms Regulations (ITAR) the Export Administration Regulations (EAR) of the U.S. Department of Commerce, and trade sanctions
regulations administered by the Office of Foreign Assets Controls of the U.S. Treasury Department.

1.
International Traffic in Arms Regulations (ITAR)

ITAR
is administered by the U.S. Department of State, Directorate of Defense Trade Controls (DDTC) and applies to defense articles and services
listed on the U.S. Munitions List (USML). Level IV body armor are classified as defense articles. They are listed under Category X (Protective
Personnel Equipment) of the USML. Exporting ITAR-controlled items requires a license from the DDTC.

Currently,
we do not export Level IV body armor. Our protective equipment is exported for the use of non-governmental organizations in humanitarian
demining efforts. While we are not currently subject to these export regulations, we are registered with DDTC.

2.
Export Administration Regulations (EAR)

EAR
is administered by U.S. Department of Commerce, Bureau of Industry and Security (BIS) and regulates dual-use items (commercial items
with potential military applications) listed on the Commerce Control List (CCL). Body armor intended for civilian use or law enforcement
are classified as dual-use items. NIJ (National Institute of Justice) level III body armor formerly on the USML is now under ECCN 1A613
and is exempt from export licensing. The license requirements are dependent upon an item’s technical characteristics, the destination,
the end-use, and the end-user, and other activities of the end-user. Some exports may qualify for exceptions under specific conditions
(e.g., shipments to certain friendly countries or under specific value thresholds).

3.
Office of Foreign Assets Control (OFAC) Regulations

OFAC
is administered by the U.S. Department of the Treasury and regulates economic and trade sanctions based on U.S. foreign policy and national
security goals. OFAC limits or prohibits the export of certain items to countries, people and organizations. We do not export to Sanctioned
Countries or Specially Designated Nationals for which a license would be required.

Additional
restrictions and obligations

U.S.
regulators may also impose new restrictions on previously non-controlled emerging or foundational items and technologies for which exports
to countries such as China are deemed to present undesirable national security risks. Even without such legislative or regulatory action,
we would be prohibited from exporting our products to any foreign recipient if we have knowledge that a violation of U.S. export regulations
has occurred, is about to occur or is intended to occur in connection with the item. We maintain compliance with these various regulations
by employing consultants with specific knowledge of ITAR and EAR compliance.

Safe
Pro AI LLC

There
is currently no state or federal regulation regarding the development of artificial intelligence or machine learning tools. Safe Pro
AI does not collect personal identifiable information and is not subject to laws and regulations governing such as the California Consumer
Privacy Act. Safe Pro AI’s primary product SpotlightAI is accessed through the web on a subscription basis. The subscription does
not give a subscriber access to the code, only the right to the output of processed information. The code is executed on servers located
in the United States and is not exported.

Regulations
Relating to Drone Services

The
UAS-based services we offer to customers within the United States are limited by federal laws and rulemaking, including the commercial
drone regulations (Part 107) adopted by the U.S. Federal Aviation Administration (the “FAA”) at the end of August 2016. Our
ability to develop and provide new services for use in the United States will be limited by federal law and regulations, which can be
slow and subject to delays based on political turnover and disruptions in federal funding, among other reasons. The Part 107 rules limit
the altitude, available airspace and weight of a drone and also requires the certification of remote pilots that can operate a drone
for commercial purposes in the United States. We, or our customers, may seek waivers from the Part 107 rules for expanded operations;
however, the processing of waivers is lengthy and uncertain. Political limits on the ability to issue new regulations could slow the
growth of this market.

We
are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and similar
anti-bribery and anti-kickback laws and regulations in other places where we do business. These laws and regulations generally prohibit
companies and their intermediaries from offering or making improper payments to governmental, political and certain international organization
officials for the purpose of obtaining, retaining or directing business. Our exposure for violating these laws and regulations increases
as our international presence expands and as we increase sales and operations in foreign jurisdictions.

In
addition, we are subject to, or are expected to facilitate our customers’ compliance with, environmental, health and safety laws
and regulations in each of the jurisdictions in which we operate or sell our products. These laws and regulations govern, among other
things, the handling and disposal of hazardous substances and wastes, employee health and safety and the use of hazardous materials in,
and the recycling of, our products.”

Acquisition
Related - Due to Related Party, page 48

4. We
                                            note your revised disclosure in response to prior comment 25. Please revise your disclosure
                                            in this section to include the material terms of the Fifth Amendment, as discussed in the
                                            notes to your financial statements on page F-65.

RESPONSE:
The Draft Registration Statement has been amended on page 48 to add the following disclosure:

“In
connection with the Acquisition of Safe-Pro USA, on June 7, 2022, the Company agreed to assume a liability due to the former member of
Safe-Pro USA and current President of Safe-Pro USA, Pravin Borkar of $2,193,901, which was further reduced to $1,622,540 to account for
certain revenues not recognized since the performance obligation was not completed (See Note 2 – Revenue Recognition in the accompanying
consolidated financial statements in this prospectus, under Safe-Pro USA for the 20% performance obligation) and other holdbacks. On
April 11, 2024, the Company amended the Exchange Agreement to include the following:

1.
Additional Consideration as follows: (i) If on or before March 31, 2026, Safe-Pro USA achieves $5,000,000 in revenue sourced by Pravin
Borkar from the sale of Safe-Pro USA manufactured products (the “First Earnout Shares”), the Company shall issue to the members
of Safe-Pro USA, the number of shares of Company common stock equal to $1, 250,000, valued at the greater of opening price on the date
the Company’s common stock is listed for trading on a National Exchange and the closing price of such common stock on such National
Exchange on the trading day immediately prior to Safe-Pro USA achieving the First Revenue Milestone, (ii) additionally, if on or before
March 31, 2026, Safe-Pro USA achieves $7,500,000 in revenue sourced by Pravin Borkar from the sale of Safe-Pro USA manufactured products
(the “Second Earnout Shares”), the Company shall issue to the members of Safe-Pro USA, the number of shares of Company common
stock equal to $1,250,000, valued at the greater of opening price on the date the Company’s common stock is listed for trading
on a National Exchange and the closing price of such common stock on such National Exchange on the trading day immediately prior to Safe-Pro
USA achieving the Second Revenue Milestone, and (iii) if on or before March 31, 2026, Safe-Pro USA achieves $5,000,000 in revenue sourced
by Pravin Borkar from the sale of Safe-Pro USA manufactured products, calculated from August 26, 2023, forward, the members of Safe-Pro
USA will be entitled to a one-time payment in an amount equal to 10% of the net profits generated therefrom.

2.
The amounts owed to Pravin Borkar as set forth in Section 3.12 of the Exchange Agreement shall be paid from the proceeds from the Contracts
and Performance Bonds (as defined in the Exchange Agreement), less the ten percent commissions and expenses to each contract, (“BMD
Proceeds”), with the Bangladesh Ministry of Defense. Any remaining amounts owed from this balance, after given effect to BMD Proceeds
are not the responsibility of the Safe-Pro USA.

3.
Obsolete inventory (prior to December 2020) as further identified by Mr. Borkar and Mr. Erdberg, will be assigned to Mr. Borkar.”

*     *     *

* * *

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.

United States securities and exchange commission logo
June 14, 2024
Daniyel Erdberg
Chief Executive Officer
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, FL 33160
Re:Safe Pro Group Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 31, 2024
CIK No. 0002011208
Dear Daniyel Erdberg:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
May 14, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Our Competition, page 35
1.We note your revised disclosure in response to prior comment 16, including that "we
compete based on customization, rapid prototyping, and low cost due to our low overhead
in comparison to large manufactures who can take longer to rapid develop non-off the
shelf solutions." Please further revise your disclosure to provide detail discussing how
customization, rapid prototyping, and low cost are utilized by each of your subsidiaries
and their relevant markets. Quantify comparative costs and timeframes for development,
as appropriate.

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 June 14, 2024 Page 2
 FirstName LastName
Daniyel Erdberg
Safe Pro Group Inc.
June 14, 2024
Page 2
Our Customers, page 35
2.We note your revised disclosure in response to prior comment 17 and reissue in part.
Please file your contracts with Florida Power & Light and any other material contracts the
Company has entered into, or tell us why you believe you are not required to do so. Refer
to Item 601(b)(10) of Regulation S-K.
Regulation, page 37
3.We note your response to prior comment 22. Please revise your disclosure to provide a
more complete and detailed discussion of material regulations relating to your three
business units and the geographic locations in which you currently, or plan to, operate.
Please explain how these regulations impact your current and planned operations. Refer to
Item 101(h)(4)(ix) of Regulation S-K.
Acquisition Related - Due to Related Party, page 48
4.We note your revised disclosure in response to prior comment 25. Please revise your
disclosure in this section to include the material terms of the Fifth Amendment, as
discussed in the notes to your financial statements on page F-65.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Cavas S. Pavri

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

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 2
 FirstName LastName
Daniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 2
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.

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 3
 FirstName LastName
Daniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 3
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.

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 4
 FirstName LastName
Daniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 4
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.

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 5
 FirstName LastName
Daniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 5
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

 FirstName LastNameDaniyel Erdberg
 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 6
 FirstName LastNameDaniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 6
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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 Comapany NameSafe Pro Group Inc.
 May 14, 2024 Page 7
 FirstName LastNameDaniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
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a