Safe and Green Development (SGD) S-1/A 22 Dec 23 IPO registration (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	SAFE AND GREEN DEVELOPMENT CORPORATION
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001959023
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 33,365	$ 720
Prepaid asset and other current assets	417,900	25,040
Current Assets	451,265	25,760
Assets held for sale	4,400,361	4,396,826
Property and Equipment, net	3,730
Due from Affiliates	1,876,298
Intangible assets	22,210
Land	1,190,655	1,190,655	3,576,130
Project development costs and other non-current assets	65,339	55,732	670,061
Equity-based investments	3,642,607	3,599,945	3,599,945
Other current assets		25,040
Total Assets	11,652,465	9,268,918	7,846,136
Current liabilities:
Accounts payable and accrued expenses	378,819	255,278	130,189
Due to affiliates	200,000	4,200,000	4,200,000
Short term notes payable, net	6,564,887	2,648,300	1,971,960
Total current liabilities	7,143,706	7,103,578	6,302,149
Commitments and contingencies
Stockholder’s equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding
Common stock, value	10,000	1	1
Additional paid-in capital	10,044,730	5,095,345	2,029,733
Accumulated deficit	(5,545,971)	(2,930,006)	(485,747)
Total stockholder’s equity	4,508,759	2,165,340	1,543,987
Total Liabilities and Stockholder’s Equity	$ 11,652,465	$ 9,268,918	$ 7,846,136

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	1,000	1,000
Common stock, shares issued	10,000,000	1,000	1,000
Common stock, shares outstanding	10,000,000	1,000	1,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Operating expenses:
Payroll and related expenses	$ 228,779	$ 255,189	$ 898,876	$ 775,384	$ 199,919	$ 1,106,997
General and administrative expenses	341,205	170,711	861,179	523,206	272,271	998,717
Marketing and business development expense	14,003	10,898	41,309	14,606	13,557	32,152
Total	583,987	436,798	1,801,364	1,313,196	485,747	2,137,866
Operating loss	(583,987)	(436,798)	(1,801,364)	(1,313,196)	(485,747)	(2,137,866)
Other Income	321		321
Other expense:
Interest Expense	(339,877)	(52,157)	(814,922)	(173,726)		(306,393)
Net loss	$ (923,543)	$ (488,955)	$ (2,615,965)	$ (1,486,922)	$ (485,747)	$ (2,444,259)
Net loss per share
Basic (in Dollars per share)	$ (0.57)	$ (488.96)	$ (6.35)	$ (1,486.92)	$ (485.75)	$ (2,444.26)
Weighted average shares outstanding:
Basic (in Shares)	1,631,272	1,000	411,918	1,000	1,000	1,000
Previously Reported
Other expense:
Net loss			$ (2,615,965)	$ (1,486,922)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Diluted	$ (0.57)	$ (488.96)	$ (6.35)	$ (1,486.92)	$ (485.75)	$ (2,444.26)
Diluted	1,631,272	1,000	411,918	1,000	1,000	1,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited) - USD ($)	$0.001 Par Value Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 16, 2021
Balance (in Shares) at Feb. 16, 2021
Capital Contributions	$ 1	2,029,733		2,029,734
Capital Contributions (in Shares)	1,000
Net Loss			(485,747)	(485,747)
Balance at Dec. 31, 2021	$ 1	2,029,733	(485,747)	1,543,987
Balance (in Shares) at Dec. 31, 2021	1,000
Capital Contributions		2,120,596		2,120,596
Net Loss			(1,486,922)	(1,486,922)
Balance at Sep. 30, 2022	$ 1	4,150,329	(1,972,669)	2,177,661
Balance (in Shares) at Sep. 30, 2022	1,000
Balance at Dec. 31, 2021	$ 1	2,029,733	(485,747)	1,543,987
Balance (in Shares) at Dec. 31, 2021	1,000
Capital Contributions		3,065,612		3,065,612
Net Loss			(2,444,259)	(2,444,259)
Balance at Dec. 31, 2022	$ 1	5,095,345	(2,930,006)	2,165,340
Balance (in Shares) at Dec. 31, 2022	1,000
Balance at Jun. 30, 2022	$ 1	4,150,329	(1,483,714)	2,666,616
Balance (in Shares) at Jun. 30, 2022	1,000
Net Loss			(488,955)	(488,955)
Balance at Sep. 30, 2022	$ 1	4,150,329	(1,972,669)	2,177,661
Balance (in Shares) at Sep. 30, 2022	1,000
Balance at Dec. 31, 2022	$ 1	5,095,345	(2,930,006)	2,165,340
Balance (in Shares) at Dec. 31, 2022	1,000
Capital Contributions		959,384		959,384
Issuance of common stock	$ 9,999	(9,999)
Issuance of common stock (in Shares)	9,999,000
Forgiveness of due to affiliate		4,000,000		4,000,000
Net Loss			(2,615,965)	(2,615,965)
Balance at Sep. 30, 2023	$ 10,000	10,044,730	(5,545,971)	4,508,759
Balance (in Shares) at Sep. 30, 2023	10,000,000
Balance at Jun. 30, 2023	$ 1	6,054,729	(4,622,428)	1,432,302
Balance (in Shares) at Jun. 30, 2023	1,000
Issuance of common stock	$ 9,999	(9,999)
Issuance of common stock (in Shares)	9,999,000
Forgiveness of due to affiliate		4,000,000		4,000,000
Net Loss			(923,543)	(923,543)
Balance at Sep. 30, 2023	$ 10,000	$ 10,044,730	$ (5,545,971)	$ 4,508,759
Balance (in Shares) at Sep. 30, 2023	10,000,000

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Net loss	$ (2,615,965)	$ (1,486,922)	$ (485,747)	$ (2,444,259)
Payments of short-term notes payable	(2,500,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	75
Amortization of debt issuance costs	208,412			28,040
Changes in operating assets and liabilities:
Prepaid asset and other current assets	392,860	83,157
Intangible assets	(22,210)
Due from affiliates	(1,876,298)
Other current assets				(25,040)
Accounts payable and accrued expenses	123,541		130,189	125,089
Due to affiliates			4,200,000
Net cash used in operating activities	(4,575,305)	(1,570,079)	3,844,442	(2,316,170)
Cash flows from investing activities:
Additions to assets held for sale	(3,535)	(174,800)
Purchase of Property and Equipment	(3,805)
Purchase of Land		(1,190,655)	(3,576,130)	(1,190,655)
Project Development Costs	(9,607)	(34,974)
Additions to project development costs			(646,335)	(206,367)
Equity-based investments	(42,662)		(3,599,945)
Net cash used in investing activities	(59,609)	(1,400,429)	(7,822,410)	(1,397,022)
Cash flows from financing activities:
Debt issuance costs	(441,825)		(51,766)
Proceeds from short-term notes payable	6,650,000	676,340	2,000,000	648,300
Contributions	959,384	2,294,167	2,029,734	3,065,612
Net cash provided by financing activities	4,667,559	2,970,507	3,977,968	3,713,912
Net change in cash	32,645			720
Cash – beginning of period	720
Cash – end of period	33,365			720
Supplemental disclosure of non-cash operating activities:
Transfer of land to assets held for sale		3,576,130		$ 3,576,130
Prepaid interest held back from proceeds from short-term notes payable	675,000
Forgiveness of due from affilliate	$ 4,000,000

Description of Business

Description of Business	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Description of Business	1. Description of Business Safe and Green Development Corporation (the “Company” or “SG DevCo”), previously known as SGB Development Corp., a Delaware corporation was incorporated on February 17, 2021. The Company was formed for the purpose of real property development primarily in the acquisition, development, management, sale and leasing of green single or multi-family projects in underserved regions nationally. The Company has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. The Company began operations during 2021 and has incurred a net loss during since inception. Historically, the Company’s operations have primarily been funded through advances from Safe & Green Holdings Corp., the Company’s parent company (“Parent”) and the Company has been largely dependent upon Parent for funding This factor has raised substantial doubt of the Company’s ability to continue as a going concern. The Company has also funded operations through a recent bridge note financing of which it have raised $1,750,000 to date, two lien notes in the aggregate amount of $2,500,000 on the Lago Vista property, which were paid off in March 2023 in connection with the refinancing described below. Management believes that these actions will enable the Company to continue as a going concern. In December 2022, Parent and then owner of 100% of our issued and outstanding securities, announced its plan to separate the Company and Parent into two separate publicly traded companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), Parent, effected a pro rata distribution to Parent’s stockholders of approximately 30% of the outstanding shares of the Company’s common stock (the “Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of the Company’s common stock for every five (5) shares of Parent common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, the Company was no longer a wholly owned subsidiary of Parent and Parent held approximately 70% of the Company’s issued and outstanding securities. On September 28, 2023, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “SGD.” In connection with the Separation and Distribution, the Company entered into a separation and distribution agreement and several other agreements with Parent. These agreements provide for the allocation between Parent and the Company of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of Parent and its subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between the Company and Parent subsequent to the completion of the Separation. In addition to the separation and distribution agreement, the other principal agreements entered into with Parent included a tax matters agreement and a shared services agreement.	1. Description of Business Safe and Green Development Corporation (the “Company,” “we”, “us” or “our”), previously known as SGB Development Corp., a Delaware corporation was incorporated on February 17, 2021. The Company was formed with the purpose of real property development primarily in the acquisition, development, management, sale and leasing of green single or multi-family projects in underserved regions nationally. The Company has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. The Company began operations during 2021 and has incurred a net loss during such period. In addition, as of December 31, 2022, the Company has minimal cash or cash equivalents on hand. Since inception, the Company has been funded by Safe & Green Holdings Corp., the Company’s parent company (“Parent”) and the Company relies solely on the Parent to fund operations and has raised substantial doubt of the Company’s ability to continue as a going concern. The Company will continue to rely on its Parent to fund the operations of the Company until positive cash flows are received. Management believes that these actions will enable the Company to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of presentation Recently adopted accounting pronouncements Accounting estimates Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its financial statements. During the nine months ended September 30, 2023 and year ended December 31 ,2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023 or December 31, 2022. Cash and cash equivalents Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. The Company acquired $3,805 worth of computers and software, and recorded depreciation of $75 during the three and nine months ended September 30, 2023. Intangible assets Project Development Costs Assets Held For Sale Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk	2. Summary of Significant Accounting Policies Basis of presentation Recently adopted accounting pronouncements Accounting estimates Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its financial statements. During the year ended December 31,2022 and the period ended December 31, 2021, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of December 31, 2022 and 2021. Cash and cash equivalents Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. Project Development Costs Assets Held For Sale Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk

Equity-Based investments

Equity-Based investments	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity-based investments	3. Equity-based investments The approximate combined financial position of the Company’s equity-based investments are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000	3. Equity-based investments The approximate combined financial position of the Company’s equity-based investments are summarized below as of December 31, 2022 and 2021: Condensed balance sheet information: 2022 2021 (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000

Note Payable

Note Payable	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Note Payable [Abstract]
Note Payable	4. Notes Payable On July 14, 2021, the Company, issued a Real Estate Lien Note, in the principal amount of $2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on Lago Vista and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,945,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine The Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note had a maturity date of January 14, 2023. During August 2022, in connection with the purchase of a property in Georgia, the Company entered into a promissory note in the amount of $148,300. This note has a term of one (1) year, provided for payments of interest only at a rate of nine and three quarters percent (9.75%) per annum. During August 2023, such note was extended for a one year period. During January 2023, the Short-Term Note and Second Short-Term Note were extended with a maturity date of February 1, 2024. On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of SG DevCo, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the Company’s project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on the Company’s site in Durant, Oklahoma. The proceeds of the LV Note were used to pay off the Short-Term Note and Second Short-Term Note. The LV Note requires monthly installments of interest only, is due on April 1, 2024 and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0%) plus five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. The LV Peninsula obligations under the LV Note have been guaranteed by SG DevCo pursuant to a Guaranty, dated March 30, 2023 (the “Guaranty”), and may be prepaid by LV Peninsula at any time without interest or penalty. The Company incurred $406,825 of debt issuance costs and remitted $675,000 in prepaid interest in connection with the LV Note. On June 23, 2023, the Company entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, under which it initially received $1,250,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by the Company at any time following the twelve-month anniversary of its issue date. The loan is secured by 19.99% of the Company’s outstanding shares of common stock (the “Pledged Shares”), which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with the Company’s transfer agent. The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees was paid to Bridgeline Capital Partners S.A. on the principal amount raised of $1,250,000. As of September 30, 2023, the Company has paid $35,000 in debt issuance costs. The BCV Loan Agreement further provided that if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before August 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by the Company’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St. Mary’s, Georgia (the “St. Mary’s Site”). On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of Parent in the original principal amount of $4,200,000. On August 16, 2023, the Company secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On August 25, 2023, SG DevCo and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1”) to change the date upon which SG DevCo’s shares must be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023. According to Amendment No. 1, if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before September 15, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. On September 11, 2023, SG DevCo and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2”) to change the date upon which SG DevCo’s shares must be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023. According to Amendment No. 2, if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. Following the listing, the total market value of the Pledged Shares has fallen below twice the face value of the loan and SG DevCo and BCV S&G are in discussions regarding alternatives. For the three and nine months ended September 30, 2023, the Company recognized amortization of debt issuance costs of $208,412 and $308,412, respectively. As of September 30, 2023, the unamortized debt issuance costs amounted to $233,412.	4. Note Payable On July 14, 2021, the Company, issued a Real Estate Lien Note, in the principal amount of $2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on Lago Vista and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty is due. The Company capitalized $20,000 in interest charges and $4,134 in debt issuance costs during the year ended December 31, 2022 related to the Lago Vista project in accordance with ASC 835-20. On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. The Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note has a maturity date of January 14, 2023. During August 2022, in connection with the purchase of a property in Georgia, the Company entered into a promissory note in the amount of $148,300. This note has a term of one (1) year, provided for payments of interest only at a rate of nine and three quarters percent (9.75%) per annum.

Net Loss Per Share

Net Loss Per Share	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	5. Net Loss Per Share Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2023 and December 31, 2022, there were no securities outstanding that could potentially dilute future net loss per share.	5. Net Loss Per Share Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2022 and 2021, there were no securities outstanding that could potentially dilute future net loss per share.

Stockholder_s Equity

Stockholder’s Equity	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholder’s Equity	6. Stockholder’s Equity As of September 30, 2023, the Company has 10,000,000 shares of common stock authorized, issued and outstanding which were issued to the Parent and initial shareholders of the Parent. On September 27, 2023, Parent effected a pro rata distribution to Safe & Green Holdings Corp.’s stockholders of approximately 30% of the then outstanding shares of their common stock (“Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of our common stock for every five	6. Stockholder’s Equity As of December 31, 2022, the Company has 1,000 shares of common stock authorized, issued and outstanding which were issued to the Parent. As of December 31, 2022, the Parent contributed $5,095,346 to the Company.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	7. Related Party Transactions As of September 30, 2023 and December 31, 2022, $200,000 and $4,200,000, respectively, is due to Parent. This amount was advanced to the Company, is non-interest bearing and is due on demand. Included in this amount, are payroll and general and administrative expenses which have been paid by the Parent and allocated to the Company. The Parent has allocated these costs based upon the estimated efforts which benefit the Company. For the year ended December 31, 2022, the Parent allocated $1,690,377 to the Company, with $207,523 included in project development costs. During 2023, the Company and Parent entered into an agreement whereas the Parent will perform certain services for the Company. For the nine months ended September 30, 2023, the Parent allocated $120,000 to the Company. For the three months ended September 30, 2023, the Parent allocated $60,000 to the Company. On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of Parent in the original principal amount of $4,200,000. As such, $4,000,000 was recorded as additional paid in capital during 2023. In addition, as of September 30, 2023, $1,876,298 is due from Parent for advances made by the Company. The Company intends to formalize the amount due into a promissory note.	7. Related Party Transactions As of December 31, 2022 and 2021, $4,200,000 is due to Parent. This amount was advanced to the Company, is non-interest bearing and is due on demand. Included in this amount, are payroll and general and administrative expenses which have been paid by the Parent and allocated to the Company. The Parent has allocated these costs based upon the estimated efforts which benefit the Company. For the year ended December 31, 2022, the Parent allocated $1,690,377 to the Company, with $207,523 included in project development costs. For the period February 17, 2021 (inception) through December 31, 2021, the Parent allocated $1,150,808 to the Company, with $670,061 included in project development costs.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year end and period ended December 31, 2022 and 2021: Deferred: 2022 2021 Federal $ (513,294 ) $ 102,007 ) State and local (35,234 ) (7,002 ) Total deferred (548,528 ) (109,009 ) Total provision (benefit) for income taxes (548,528 ) (109,009 ) Less: valuation reserve 548,528 109,009 Income tax provision $ — $ — A reconciliation of the federal statutory rate to 0.0% for the year ended December 31, 2022 and the period ended December 31, 2021 to the effective rate for income from operations before income taxes is as follows: Benefit for income taxes at federal statutory rate 21.0 % State and local income taxes, net of federal benefit 1.4 Less valuation allowance (22.4 ) Effective income tax rate 0.0 % The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets at December 31, 2022 and 2021 as follows: 2022 2021 Net operating loss carryforward $ 439,519 $ 109,009 Valuation allowance (439,519 ) (109,009 ) Net deferred tax asset $ — $ — The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. The valuation allowance increased by $439,519 and 109,009 during the year ended December 31, 2022 and the period ended December 31, 2021, respectively. As of December 31, 2022, the Company had a net operating loss carryforward of approximately $2,900,000 for Federal and State tax purposes. This net operating losses will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The Company’s net operating loss carryforward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2022 and 2021, the Company has no unrecognized tax positions, including interest and penalties. The 2021 tax year is still open to examination by the major tax jurisdictions in which the Company operates. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies At times the Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that any legal proceedings will not have a material adverse effect on the financial condition.	9. Commitments and Contingencies At times the Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that any legal proceedings will not have a material adverse effect on the financial condition.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events During January 2023, the Short-Term Note and Second Short-Term Note were extended with a current maturity date of February 1, 2024. On March 30, 2023, an affiliate of SG DevCo entered into an agreement to secure financing to pay off the Short-Term Note and Second Short-Term Note by issuing a new $5,000,000 note to be secured by the Lago Vista property and SG DevCo’s McLean site in Durant, Oklahoma.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation	Basis of presentation
Recently adopted accounting pronouncements	Recently adopted accounting pronouncements	Recently adopted accounting pronouncements
Accounting estimates	Accounting estimates	Accounting estimates
Investment Entities	Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its financial statements. During the nine months ended September 30, 2023 and year ended December 31 ,2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023 or December 31, 2022.	Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its financial statements. During the year ended December 31,2022 and the period ended December 31, 2021, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of December 31, 2022 and 2021.
Cash and cash equivalents	Cash and cash equivalents	Cash and cash equivalents
Property, plant and equipment	Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. The Company acquired $3,805 worth of computers and software, and recorded depreciation of $75 during the three and nine months ended September 30, 2023.	Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets.
Project Development Costs	Project Development Costs	Project Development Costs
Fair value measurements	Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.	Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.
Income taxes	Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.	Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
Concentrations of credit risk	Concentrations of credit risk	Concentrations of credit risk
Intangible assets	Intangible assets
Assets Held For Sale	Assets Held For Sale	Assets Held For Sale

Equity-Based investments (Table

Equity-Based investments (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Schedule of Equity-Based Investments	The approximate combined financial position of the Company’s equity-based investments are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000	The approximate combined financial position of the Company’s equity-based investments are summarized below as of December 31, 2022 and 2021: Condensed balance sheet information: 2022 2021 (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Provision (Benefit) For Income Taxes	The Company’s provision (benefit) for income taxes consists of the following for the year end and period ended December 31, 2022 and 2021: Deferred: 2022 2021 Federal $ (513,294 ) $ 102,007 ) State and local (35,234 ) (7,002 ) Total deferred (548,528 ) (109,009 ) Total provision (benefit) for income taxes (548,528 ) (109,009 ) Less: valuation reserve 548,528 109,009 Income tax provision $ — $ —
Schedule of Effective Rate for Income from Operations before Income Taxes	A reconciliation of the federal statutory rate to 0.0% for the year ended December 31, 2022 and the period ended December 31, 2021 to the effective rate for income from operations before income taxes is as follows: Benefit for income taxes at federal statutory rate 21.0 % State and local income taxes, net of federal benefit 1.4 Less valuation allowance (22.4 ) Effective income tax rate 0.0 %
Schedule of Deferred Tax Assets	The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets at December 31, 2022 and 2021 as follows: 2022 2021 Net operating loss carryforward $ 439,519 $ 109,009 Valuation allowance (439,519 ) (109,009 ) Net deferred tax asset $ — $ —

Description of Business (Detail

Description of Business (Details) - USD ($)	Sep. 27, 2023	Mar. 31, 2021	Sep. 08, 2023	Dec. 31, 2022
Description of Business (Details) [Line Items]
Financing amount (in Dollars)		$ 1,750,000
Aggregate amount (in Dollars)		$ 2,500,000
Parent stockholder received (in Dollars per share)	$ 0.930886
SG DevCo [Member]
Description of Business (Details) [Line Items]
Percentage of outstanding securities	30%		70%	100%

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)			3 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	May 10, 2021 USD ($) a	May 05, 2021 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Feb. 28, 2022 USD ($)	Jun. 24, 2021 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Description of company agreed to contribute				the Company agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,183 funded in the fourth quarter of 2021.			On May 31, 2021, the Company agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,183 funded in the fourth quarter of 2021.
Non-dilutable equity interest									10%
Company contributed amount									$ 3,000,000
Equity interest percentage									10%
Transfer of land to assets held for sale					$ 3,576,130		$ 3,576,130
Land			$ 1,190,655	1,190,655		3,576,130	1,190,655
Project development costs				$ 824,231			$ 820,696
Assets Held For Sale				Assets Held For Sale			Assets Held For Sale
Assets held for sale			4,400,361	$ 4,400,361			$ 4,396,826
Company contributed additional amount			25,000	25,000
Cash and cash equivalents on hand			33,365	33,365			720
Worth of computers and software			3,805	3,805
Depreciation			75	75
Intangible assets			$ 22,210	$ 22,210
Amortized over				5 years
JDI-Cumberland Inlet, LLC [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Non-dilutable equity interest									10%
Oklahoma and Georgia [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Transfer of land to assets held for sale		$ 3,576,130
Company acquired properties					893,785			$ 893,785
Land					$ 296,870			$ 296,870
Lago Vista [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Transfer of land to assets held for sale	$ 3,576,130
Project development costs				$ 824,231			$ 820,696
Acre Lake Travis project site (in Acres) | a	50

Equity-Based investments (Detai

Equity-Based investments (Details) - Schedule of Equity-Based Investments - Balance sheet [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Total assets	$ 37,500,000	$ 37,500,000	$ 37,700,000
Total liabilities	7,100,000	7,100,000	7,020,000
Members’ equity	$ 30,400,000	$ 30,400,000	$ 30,680,000

Note Payable (Details)

Note Payable (Details) - USD ($)					1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Aug. 09, 2023	Mar. 31, 2023	Aug. 31, 2022	Jul. 14, 2021	Jun. 23, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Aug. 16, 2023
Note Payable (Details) [Line Items]
Principal amount	$ 4,200,000			$ 2,000,000	$ 1,250,000
Loan amount				$ 1,948,234
Interest rate			9.75%	12%	14%
Percentage of prepayment penalty				0.50%
Capitalized interest charge								$ 20,000
Debt issuance costs						$ 35,000	$ 35,000	4,134
Promissory note			$ 148,300					148,300
Net loan proceeds				$ 1,945,234
Terms of prepaid				9 months
Equaling percentage							13.50%
Prepaid interest						675,000	$ 675,000
Proceeds loan amount					$ 2,000,000
Received amount					$ 1,250,000
Percentage of secured loan					19.99%
Paid amount					$ 70,000
Payable amount					27,500
Additionally amount					$ 37,500
Secured additional amount									$ 500,000
Amortization of debt issuance costs						208,412	308,412
Unamortized debt issuance costs						$ 233,412	$ 233,412
Minimum [Member]
Note Payable (Details) [Line Items]
Interest rate							50%
Maximum [Member]
Note Payable (Details) [Line Items]
Interest rate							100%
Interest rate							13.50%
Second Real Estate Lien Note [Member]
Note Payable (Details) [Line Items]
Principal amount							$ 500,000	$ 500,000
Maturity date							Jan. 14, 2023	Jan. 14, 2023
Second Real Estate Lien Note [Member] | JUly 14 2021 [Member]
Note Payable (Details) [Line Items]
Term of note							1 year
Lago Vista [Member] | July 14 2022 [Member]
Note Payable (Details) [Line Items]
Maturity date							Jan. 14, 2023
Promissory Note [Member] | August 2023 [Member]
Note Payable (Details) [Line Items]
Term of note							1 year
LV Note [Member]
Note Payable (Details) [Line Items]
Percentage of notes						5.50%	5.50%
Short-Term Note [Member]
Note Payable (Details) [Line Items]
Terms of prepaid				9 years
LV Peninsula [Member]
Note Payable (Details) [Line Items]
Interest rate							8%
Loan Agreement [Member]
Note Payable (Details) [Line Items]
Principal amount		$ 5,000,000
LV Peninsula [Member]
Note Payable (Details) [Line Items]
Debt issuance costs						$ 406,825	$ 406,825

Stockholder_s Equity (Details)

Stockholder’s Equity (Details) - $ / shares	Sep. 27, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholder’s Equity (Details) [Line Items]
Common stock, shares issued		10,000,000	1,000	1,000
Common stock, shares outstanding		10,000,000	1,000	1,000
Common stock, shares authorized		50,000,000	1,000	1,000
Price per share (in Dollars per share)	$ 0.930886
Common stock held term	5 years
Issued and outstanding securities percentage	70%
Common Stock [Member]
Stockholder’s Equity (Details) [Line Items]
Common stock, shares issued			1,000
Common stock, shares outstanding			1,000
Common stock, shares authorized			1,000	5,095,346
Parent Company [Member]
Stockholder’s Equity (Details) [Line Items]
Common stock, shares issued		10,000,000
Common stock, shares outstanding		10,000,000
Common stock, shares authorized		10,000,000
SG Holdings [Member]
Stockholder’s Equity (Details) [Line Items]
Percentage of outstanding shares	30%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Aug. 09, 2023	Dec. 31, 2022	Dec. 19, 2021	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Related Party Transactions [Abstract]
Due to affiliates		$ 4,200,000		$ 200,000	$ 200,000		$ 4,200,000	$ 4,200,000
Parent allocated		1,690,377		$ 60,000	120,000		1,150,808	1,690,377
Development costs		$ 207,523					670,061	207,523
Principal amount	$ 4,200,000
Additional paid			$ 4,000,000		959,384	$ 2,120,596	$ 2,029,734	$ 3,065,612
Amount due from parent					$ 1,876,298

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory tax rate	0%
Valuation allowance	$ 439,519	$ 109,009
Operating loss carryforward	$ 2,900,000
Future taxable income percentage	80%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Provision (Benefit) For Income Taxes - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Provision Benefit For Income Taxes Abstract
Federal	$ 102,007	$ (513,294)
State and local	(7,002)	(35,234)
Total deferred	(109,009)	(548,528)
Total provision (benefit) for income taxes	(109,009)	(548,528)
Less: valuation reserve	109,009	548,528
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Effective Rate for Income from Operations before Income Taxes	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Effective Rate For Income From Operations Before Income Taxes Abstract
Benefit for income taxes at federal statutory rate	21%
State and local income taxes, net of federal benefit	$ 1.4
Less valuation allowance	$ (22.4)
Effective income tax rate	0%

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Deferred Tax Assets Abstract
Net operating loss carryforward	$ 439,519	$ 109,009
Valuation allowance	(439,519)	(109,009)
Net deferred tax asset

Subsequent Events (Details)

Subsequent Events (Details)	Mar. 30, 2023 USD ($)
Subsequent Events [Abstract]
Other Notes Payable	$ 5,000,000

Equity-Based Investments (Det_2

Equity-Based Investments (Details) - Schedule of Equity-Based Investments - Balance sheet [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Total assets	$ 37,500,000	$ 37,500,000	$ 37,700,000
Total liabilities	7,100,000	7,100,000	7,020,000
Members’ equity	$ 30,400,000	$ 30,400,000	$ 30,680,000