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
 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
FirstName LastNameDaniyel Erdberg
       customer concentration. In addition, please identify the portion of your
total revenue for
Comapany    NameSafe
       the financial    Pro Group
                     periods       Inc. in your filing attributable to these
large customers, and
                              presented
May 14,disclose  whether
          2024 Page  2 you have any contracts or agreements with these
customers.
FirstName LastName
 Daniyel Erdberg
FirstName  LastNameDaniyel Erdberg
Safe Pro Group Inc.
Comapany
May        NameSafe Pro Group Inc.
     14, 2024
May 14,
Page 3 2024 Page 3
FirstName LastName
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.
 Daniyel Erdberg
FirstName  LastNameDaniyel Erdberg
Safe Pro Group Inc.
Comapany
May        NameSafe Pro Group Inc.
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May 14,
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FirstName LastName
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.
 Daniyel Erdberg
FirstName  LastNameDaniyel Erdberg
Safe Pro Group Inc.
Comapany
May        NameSafe Pro Group Inc.
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May 14,
Page 5 2024 Page 5
FirstName LastName
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
 Daniyel Erdberg
FirstName  LastNameDaniyel Erdberg
Safe Pro Group Inc.
Comapany
May        NameSafe Pro Group Inc.
     14, 2024
May 14,
Page 6 2024 Page 6
FirstName LastName
         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
 Daniyel Erdberg
FirstName  LastNameDaniyel Erdberg
Safe Pro Group Inc.
Comapany
May        NameSafe Pro Group Inc.
     14, 2024
May 14,
Page 7 2024 Page 7
FirstName LastName
         and was reimbursed for these expenses. Please clarify the total amount
of expenses
         advanced, because your current disclosure as written appears to
indicate that the company
         repaid more funds than were advanced for the disclosed financial
periods. As a related
         matter, please revise your discussion of Liquidity and Capital
Resources on page 46 to
         include a discussion of the liabilities incurred related to these
related party transactions
         with Safe-Pro USA.
Related Party Accrued Compensation and Expenses , page 47

26.      Please clarify whether listing on the Chicago Board of Options
Exchange would be
         considered a "National Market Exchange" for purposes of the company's
compensation
         of Anjali Borkar.
Safe Pro Group. Inc. Consolidated Financial Statements for the Years Ended
December 31, 2023
and 2022
Consolidated Statements of Operations, page F-33

27.      Please address the following comments related to your consolidated
statements of
         operations:

                Revise to separately disclose revenues and costs from products
and services pursuant
              to Rule 5-03(b)(1) and (2) of Regulation S-X.
                Tell us whether your cost of sales as currently presented
exclude related depreciation
              and amortization allocation. If a material amount is excluded,
please clearly label it
              as    Cost of goods sold (exclusive of depreciation and
amortization shown separately
              below)". Please also refrain from using the term gross profit if
that item is not fully
              loaded with all costs of sales. Refer to SAB Topic 11B.
Note 3. Acquisitions, page F-44

28.      For the acquisitions of Safe Pro USA and Airborne Response, we see
that you valued
         the preferred stock issued as consideration "based on an independent
valuation of the fair
         value" of the businesses on the measurement dates. Please tell us the
nature and extent of
         the specialist   s involvement and whether you believe the specialist
was acting as an expert
         as defined under Section 11(a) of the Securities Act of 1933 and
Section 436(b) of
         Regulation C, such that you must disclose the name of the specialist
in the Form S-1 along
         with a consent from the specialist. If you conclude the specialist is
not considered an
         expert under the Securities Act, please revise your disclosures to
clarify.
29.      Revise to disclose how you are accounting for the contingent
consideration for the Safe
         Pro USA acquisition. We see that you will issue common stock equal to
$2,500,000 after
         the Company has listed its common shares for trading on a national
market system
         exchange and that those shares vest upon the Company achieving
$5,000,000 in revenue
         through the sale of Safe-Pro USA manufactured products calculated on a
trailing twelve-
         month basis. Reference ASC 805-30-25-5.
 Daniyel Erdberg
Safe Pro Group Inc.
May 14, 2024
Page 8
General

30.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications. Please contact the staff
member associated
      with the review of this filing to discuss how to submit the materials, if
any, to us for our
      review.
       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,

FirstName LastNameDaniyel Erdberg                           Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameSafe Pro Group Inc.
                                                            Services
May 14, 2024 Page 8
cc:       Cavas S. Pavri
FirstName LastName