[SCHEDULE 13D/A] SKYX Platforms Corp. SEC Filing

Rhea-AI Filing Summary

This Amendment No. 5 to the Schedule 13D updates beneficial ownership for reporting persons related to SKYX Platforms Corp. The reporting group, including Dov Shiff, Shiff Group Investments Ltd., Shiff Group Assets Ltd. and DZDLUX s.a.r.l., beneficially owns in the aggregate 15,043,859 shares, representing approximately 13.5% of the 111,447,066 shares reported outstanding as of August 1, 2025. The filing discloses that Mr. Shiff holds options to purchase a total of 70,000 shares (67,917 exercisable within 60 days) with detailed exercise prices and expirations, and that Shiff Group Investments Ltd. holds a subordinated convertible promissory note convertible into 40,000 shares at $15.00 per share. No transactions were effected in the past 60 days. The amendment is filed solely to reflect the change in percentage ownership resulting from a change in the Company’s outstanding shares.

Positive

• Material, transparent disclosure of aggregate beneficial ownership: 15,043,859 shares (~13.5%)
• Detailed schedule of director options including exercise prices and expirations, with 67,917 exercisable within 60 days
• Convertible note disclosed with clear conversion terms: 40,000 shares convertible at $15.00 per share

Negative

• Potential dilution from 67,917 exercisable options and a 40,000-share convertible note that could increase beneficial ownership
• Concentrated control risk: Mr. Shiff is identified as controlling person of multiple entities holding sizable shared voting power (13,274,618 shares)

Insights

Financial Analyst

TL;DR: A 13.5% aggregate stake plus near-term exercisable options and a convertible note are material to cap table and potential dilution.

The Schedule 13D/A confirms the reporting group holds a meaningful minority position of 13.5% of SKYX based on 111,447,066 shares outstanding. The disclosure of 67,917 options exercisable within 60 days and a convertible note for 40,000 shares provides clear, quantifiable potential near-term increases to beneficial ownership and potential dilution to other holders. The filing notes no trades in the prior 60 days and states the amendment is due to a change in outstanding shares, not new purchases.

Corporate Governance Expert

TL;DR: Reporting persons are coordinated and have shared voting/dispositive power; governance implications merit monitoring.

The filing shows coordinated ownership across entities with shared voting and dispositive power over 13,274,618 shares held by DZDLUX and additional holdings via Shiff-controlled entities. Mr. Shiff is identified as President and CEO of SGI and as a controlling person of SGA and DZDLUX, which may concentrate influence over board-level matters. The precise voting arrangements are disclosed, and the amendment clarifies percentages after changes in outstanding shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

SKYX Platforms Corp.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

78471E105

(CUSIP Number)

Dov Shiff
c/o SKYX Platforms Corp., 2855 W. McNab Road
Pompano Beach, FL, 33069
(855) 759-7584

Jurgita Ashley
Thompson Hine LLP, 3900 Key Center, 127 Public Square
Cleveland, OH, 44114
(216) 566-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2025

(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 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).

SCHEDULE 13D

CUSIP No. 78471E105

1

Name of reporting person

Dov Shiff

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,533,529.00
8	Shared Voting Power 13,510,330.00
9	Sole Dispositive Power 1,601,446.00
10	Shared Dispositive Power 13,550,330.00

11

Aggregate amount beneficially owned by each reporting person

15,151,776.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Number of shares beneficially owned by Mr. Shiff with sole voting and dispositive power includes 40,000 shares of Common Stock held by Mr. Shiff's spouse. Number of shares beneficially owned by Mr. Shiff with sole dispositive power includes 67,917 shares of Common Stock that may be acquired pursuant to the exercise of stock options that are exercisable within 60 days of the filing of this Statement. Number of shares beneficially owned by Mr. Shiff with shared voting and dispositive power includes (i) 13,274,618 shares of Common Stock held by DZDLUX s.a.r.l. and (ii) 235,712 shares of Common Stock held by Shiff Group Assets Ltd. Number of shares beneficially owned by Mr. Shiff with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.

SCHEDULE 13D

CUSIP No. 78471E105

1

Name of reporting person

Shiff Group Investments Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,000.00

11

Aggregate amount beneficially owned by each reporting person

40,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Number of shares beneficially owned by Shiff Group Investments Ltd. with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.

SCHEDULE 13D

CUSIP No. 78471E105

1

Name of reporting person

Shiff Group Assets Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 235,712.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 235,712.00

11

Aggregate amount beneficially owned by each reporting person

235,712.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 78471E105

1

Name of reporting person

DZDLUX s.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,274,618.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,274,618.00

11

Aggregate amount beneficially owned by each reporting person

13,274,618.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value per share
(b)	Name of Issuer: SKYX Platforms Corp.
(c)	Address of Issuer's Principal Executive Offices: 2855 W. McNab Road, Pompano Beach, FLORIDA , 33069.
Item 1 Comment: This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 5") amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 16, 2022 (as amended by the Reporting Persons, the "Schedule 13D" or this "Statement"). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains unchanged. This Amendment No. 5 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in outstanding shares of Common Stock of the Company.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own in the aggregate 15,043,859 shares of Common Stock, which represents approximately 13.5% of the Company's outstanding shares of Common Stock. Mr. Shiff also holds options to purchase an aggregate of 70,000 shares of Common Stock, 67,917 of which are or will be exercisable within 60 days of the filing of this Statement and all of which were granted to him as part of his director compensation. Such options include (i) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2020 and expire on December 31, 2025; (ii) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2021 and expire on December 31, 2026; (iii) options to purchase 5,000 shares of Common Stock at an exercise price of $12.34 per share, which were granted on March 11, 2022 and expire on March 11, 2027; (iv) options to purchase 5,000 shares of Common Stock at an exercise price of $3.28 per share, which were granted on April 5, 2023 and expire on April 5, 2028; (v) options to purchase 5,000 shares of Common Stock at an exercise price of $1.09 per share, which were granted on April 4, 2024 and expire on April 4, 2029; and (vi) options to purchase 5,000 shares of Common Stock at an exercise price of $1.26 per share, which were granted on March 27, 2025 and expire on March 27, 2030, 2,917 of which are or will be exercisable within 60 days of the filing of this Statement. SGI also holds a Subordinated Convertible Promissory Note, which may be converted into 40,000 shares of Common Stock (excluding interest), based on a conversion price of $15.00 per share, at any time at the option of the holder. Each of SGI, SGA, and DZDLUX directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. Mr. Shiff, as President and Chief Executive Officer of SGI, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGI. Mr. Shiff, as a controlling person of SGA and DZDLUX, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGA and DZDLUX. Each percentage ownership of Common Stock set forth in this Statement is based on the 111,447,066 shares of Common Stock reported by the Company as outstanding as of August 1, 2025, in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 11, 2025.
(b)	Each of SGI, SGA, and DZDLUX beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff, as President and Chief Executive Officer of SGI and as a controlling person of SGA and DZDLUX, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by SGI, SGA and DZDLUX. Mr. Shiff has the sole power to direct the voting and disposition of the shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.
(c)	No transactions in the Common Stock have been effected by the Reporting Persons during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dov Shiff

Signature:	/s/ Dov Shiff
Name/Title:	Dov Shiff
Date:	09/03/2025

Shiff Group Investments Ltd.

Signature:	/s/ Dov Shiff
Name/Title:	Dov Shiff, President and Chief Executive Officer
Date:	09/03/2025

Shiff Group Assets Ltd.

Signature:	/s/ Dov Shiff
Name/Title:	Dov Shiff, Controlling Person
Date:	09/03/2025

DZDLUX s.a.r.l.

Signature:	/s/ Dov Shiff
Name/Title:	Dov Shiff, Controlling Person
Date:	09/03/2025

Comments accompanying signature:

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

FAQ

How many SKYX (SKYX) shares do the reporting persons beneficially own?

The reporting persons beneficially own 15,043,859 shares, representing approximately 13.5% of outstanding shares as reported.

What outstanding options and conversions are disclosed in the SKYX filing?

Mr. Shiff holds options to purchase 70,000 shares in total, 67,917 of which are or will be exercisable within 60 days; SGI holds a subordinated convertible note convertible into 40,000 shares at $15.00 per share.

Did the reporting persons trade SKYX shares in the past 60 days?

No. The filing states that no transactions in the Common Stock were effected by the reporting persons during the past 60 days.

Why was Amendment No. 5 filed for SKYX Platforms Corp.?

The amendment was filed to reflect a change in percentage of beneficial ownership resulting from a change in the Company’s outstanding shares; no new acquisitions are reported.

What is the share count used to calculate percentages in this Schedule 13D/A?

Percentages are based on 111,447,066 shares of Common Stock reported outstanding as of August 1, 2025.