United States securities and exchange commission logo
May 15, 2023
Paul Galvin
Chief Executive Officer
Safe & Green Development Corp
5011 Gate Parkway
Building 100, Suite 100
Jacksonville, FL 32256
Re: Safe & Green
Development Corp
Amendment No. 2 to
Form 10-12B
Filed May 1, 2023
File No. 001-41581
Dear Paul Galvin:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 2 to Form 10-12B
Risk Factors, page 13
1. We reissue comment 1.
We note that you have made minority interests in two LLCs and
that you may make other
minority investments. Therefore, please provide risk factor
disclosure regarding
the risk that you may be required to comply with the registration
requirements of the
Investment Company Act of 1940, or provide a detailed analysis as to
why you believe this is
not a material risk to the company.
Business, page 44
2. We note your response
to comment 4 and reissue. Please provide clear and specific
disclosure of any
conflicts of interest that may exist after the distribution based upon the
numerous arrangements
and/or agreements between the parties. We note that a company
Paul Galvin
Safe & Green Development Corp
May 15, 2023
Page 2
through which you own a 10% non-dilutable interest is obligated to hire
SG Echo, so long
as they are offering their services at a price that is within 5% of all
arm's length bona fide
bids. We note that this obligation could relate to this entity paying a
higher price than you
could obtain from an unrelated third party. Please add risk factor
disclosure to address the
risks associated with conflicts of interest.
3. We note your response to comment 5. We note your disclosure regarding
anticipated
development of a factory. Please disclose the anticipated cost to you to
develop the
factory and clarify how you plan to fund this endeavor.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
FirstName LastNamePaul Galvin
Division of
Corporation Finance
Comapany NameSafe & Green Development Corp
Office of Real
Estate & Construction
May 15, 2023 Page 2
cc: Leslie Marlow, Esq.
FirstName LastName