Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2024

 

Safe Pro Group Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware		001-42261		87-4227079
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File No.)		Identification No.)

 

18305 Biscayne Blvd., Suite 222

Aventura, Florida 33160

(Address of principal executive offices)

 

Registrant’s Telephone Number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		SPAI		The NASDAQ Stock Market LLC

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On September 30, 2024, Safe Pro Group Inc. (the “Company”) notified Salberg & Company, P.A. (“Salberg”) of its dismissal, effective September 30, 2024, as the Company’s independent registered public accounting firm.

 

The reports of Salberg on the consolidated financial statements of the Company for the fiscal years ended December 31, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than an explanatory paragraph relating to the Company’s ability to continue as a going concern. The decision to change the independent registered public accounting firm was approved by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) and the Board of Directors of the Company.

 

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and through September 30, 2024, there were no disagreements between the Company and Salberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Salberg, would have caused Salberg to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s consolidated financial statements.

 

The Company provided Salberg with a copy of this current report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Salberg furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Salberg addressed to the Securities and Exchange Commission is filed as Exhibit 16.1 to this current report on Form 8-K.

 

(b) New Independent Registered Public Accounting Firm

 

On September 30, 2024, the Company appointed RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

 

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and through September 30, 2024, neither the Company nor anyone on behalf of the Company consulted with RBSM regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
16.1		Salberg & Company, P.A. consent letter dated October 2, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 4, 2024

 

	SAFE PRO GROUP INC.
	By:	/s/ Daniyel Erdberg
		Daniyel Erdberg
		Chief Executive Officer

 

 

Exhibit 16.1

 

 

October 2, 2024

 

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Re:	Safe Pro Group, Inc.
	File Reference No. 333-280599

 

We were previously the independent registered public accounting firm for Safe Pro Group, Inc. and under the date of April 17, 2024, we reported on the consolidated financial statements of Safe Pro Group, Inc. and Subsidiaries, as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023.

 

On September 30, 2024, we were dismissed as the independent registered public accounting firm. We have read Safe Pro Group, Inc.’s disclosures included in Item 4.01 “Changes in Registrant’s Certifying Accountant” on Safe Pro Group, Inc.’s Form 8-K dated September 30, 2024 to be filed with the Securities and Exchange Commission and we agree with such statements as they pertain to Salberg & Company, P.A.

 

Very truly yours,

 

SALBERG & COMPANY, P.A.

Certified Public Accountants and Consultants

 

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7328
Phone: [phone] ● Toll Free: (866) CPA-8500 ● Fax: [phone]

www.salbergco.com ● [e-mail]

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

 

 

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-42261
Entity Registrant Name	Safe Pro Group Inc.
Entity Central Index Key	0002011208
Entity Tax Identification Number	87-4227079
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18305 Biscayne Blvd.
Entity Address, Address Line Two	Suite 222
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33160
City Area Code	(786)
Local Phone Number	409-4030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	SPAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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