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

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

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

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“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

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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Selling Stockholders, page Alt-4

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

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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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.”

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United States Securities and Exchange Commission

August 2, 2024

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

Enclosures