SPAI Safe Pro Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

Safe Pro Group Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

78642D 101

(CUSIP Number)

 

Pravin Borkar

18305 Biscayne Blvd. Suite 222

Aventura, Florida 33160

(786) 409-4030

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 29, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAME OF REPORTING PERSONS   Pravin Borkar
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐   (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   750,000
	8	SHARED VOTING POWER   750,000(1)
	9	SOLE DISPOSITIVE POWER   750,000
	10	SHARED DISPOSITIVE POWER   750,000(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   1,500,000(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))   11.0%
14	TYPE OF REPORTING PERSON   IN

 

(1) Consists of 750,000 shares of the Issuer’s common stock held indirectly by the Reporting Person from the conversion of 3,000,000 shares of Preferred Series A held in the name of American Protection Works, Inc., of which the Reporting Person owns jointly with his spouse. The Reporting Person’s spouse is the President of American Protection Works, Inc. and has voting control and dispositive power over the shares held by American Protection Works, Inc.

 

 

1	NAME OF REPORTING PERSONS   American Protection Works, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐   (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   750,000(1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER   750,000(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   750,000(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))   5.5%
14	TYPE OF REPORTING PERSON   CO

 

(1) Consists of 750,000 shares of the Issuer’s common stock held indirectly by the Reporting Person from the conversion of 3,000,000 shares of Preferred Series A held in the name of American Protection Works, Inc., of which the Reporting Person owns jointly with his spouse. The Reporting Person’s spouse is the President of American Protection Works, Inc. and has voting control and dispositive power over the shares held by American Protection Works, Inc.

 

 

Item 1.

Security and Issuer.

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of Safe Pro Group Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 18305 Biscayne Blvd., Suite 222, Aventura, Florida 33160.

 

Item 2.

Identity and Background.

 

(a) This Schedule 13D is filed jointly by Pravin Borkar and American Protection Works, Inc. (the “Reporting Persons”).

 

(b) The principal business address of the Reporting Persons is 18305 Biscayne Blvd., Suite 222, Aventura, Florida 33160.

 

(c) Mr. Borkar is the Chief Technical Officer and a Director of the Issuer.

 

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.

 

(f) Mr. Borkar is a citizen of the United States. American Protection Works, Inc. is a Florida corporation.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

On June 7, 2022, the Issuer acquired 100% of Safe-Pro USA LLC. Mr. Borkar was the owner of 100% of the member units of Safe-Pro USA at the time of the acquisition. Mr. Borkar received 3,000,000 shares of the Issuer’s Series A Preferred Stock as payment for his ownership interest in Safe-Pro USA representing 100% of the Series A Preferred Stock issued as part of the transaction. The Series A Preferred Stock was converted into 1,500,000 shares of common stock at the completion of the Issuer’s initial public offering.

 

Item 4.

Purpose of Transaction.

 

The Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

 

Except as set forth in this Schedule 13D, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the following matters:

 

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

 

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

 

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j) Any action similar to any of those enumerated above.

 

The Reporting Persons reserve the right to propose or participate in future transactions which may result in one or more of the above listed actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the common stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change his investment intent at any time, to acquire additional shares of common stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the common stock beneficially owned by him (or any shares of common stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Item 5.

Interest in Securities of the Issuer.

 

(a) - (b) As described in Item 4, the Reporting Persons are deemed the beneficial owners of 1,500,000 shares of Common Stock, representing approximately 11.0% of the outstanding shares.

 

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 13,680,249 shares of Common Stock outstanding, as reported by the Issuer in its Form S-1 file number 333-280599.

 

Mr. Borkar has the sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of 750,000 shares of Common Stock beneficially owned by Mr. Borkar. Mr. Borkar’s spouse has the sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of 750,000 shares of Common Stock beneficially owned by Mr. Borkar, but indirectly owned by American Protection Works, Inc., of which the Mr. Borkar’s spouse is President.

 

(c) Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Other than the agreements described in Item 4 and Item 7 and relationships described in Item 2, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 hereof and between such person and any person with respect to any securities of the Issuer.

 

Item 7.	Material to be Filed as Exhibits.
1	Employment Agreement between Safe-Pro USA LLC and Pravin Borkar, dated June 7, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s registration statement on Form S-1, filed with the SEC on August 9, 2024)
2	Share Exchange Agreement between Safe Pro Group Inc. and Safe-Pro USA, LLC dated June 7, 2022 (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form S-1, filed with the SEC on August 9, 2024)
3*	Form of Lock-Up Agreement
* Filed herewith.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	Date: September 11, 2024
	/s/ Pravin Borkar
	Pravin Borkar

 

 

 

Exhibit 3

 

LOCK-UP AGREEMENT

 

August [______], 2024

 

Dawson James Securities, Inc.,

acting as representative to the several underwriters:

 

Re:

Underwriting Agreement, dated August [_________], 2024 (the “Underwriting Agreement”), by and between Safe Pro Group Inc. (the “Company”) and Dawson James Securities, Inc., acting as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”)

 

Ladies and Gentlemen:

 

The undersigned irrevocably agrees with the Company that, from the date hereof until one hundred eighty (180) days following the Closing Date (as defined in the Underwriting Agreement) (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement. The Representative may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency. Notwithstanding the foregoing, if the undersigned is an officer or director of the Company, they shall be permitted to makes sales of Company common stock commencing 90 days following the Closing Date pursuant to a Rule 10b5-1 plan established with the Representative in such form as mutually agreed upon by the undersigned and the Representative.

 

The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement.

 

This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement.

 

This letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Underwriters.

 

This letter agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any of other Person.

 

*** SIGNATURE PAGE FOLLOWS***

 

 

This letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

 

Signature
Print Name
Position in Company, if any
Address for Notice:

 

By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.

 

SAFE PRO GROUP INC.
By:
Name:
Title:

 

 

---