SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132

 Re: Safe & Green Holdings Corp.
 Registration Statement on Form S-1
 Filed April 30, 2025
 File No. 333-28680
Dear Michael McLaren:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1, Filed April 30, 2025
Cover Page

1. Disclose on the cover page and in the Offering section the current
exercise price of the
 Series A and Series B warrants and summarize the exercise price reset
provision of
 the Series A and Series B warrants. Please revise the header, the cover
page narrative
 and the Summary to highlight the maximum number of shares that could be
issued
 upon exercise of your Series A and Series B warrants. For guidance,
refer to Item
 501(b)(2) of Regulation S-K. Additionally, disclose that the number of
shares issuable
 on the exercise of the Series B warrants under the alternative cashless
exercise
 provisions increases as the stock price falls further below the initial
exercise price of
 the warrants.
 May 19, 2025
Page 2
2. We note your reference in your prospectus to an "alternative cashless
exercise" of the
 Series B Warrants. The term "cashless exercise" is generally understood
to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 the aggregate exercise price the holder would otherwise pay to exercise
the warrants.
 In cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure throughout the prospectus by removing the references to
"alternative
 cashless exercise" and exclusively using the term "zero exercise price"
or another
 appropriate term that conveys that, in addition to the company receiving
no cash upon
 the "alternative cashless exercise," the warrant holders would be
entitled to receive
 more shares than they would under the cash exercise terms.
3. Please revise your cover page disclosure to highlight that the
"alternative cashless
 exercise" provision would allow a Series B warrant holder to receive 3
shares of
 common stock without having to make any exercise payments, and provide a
 materially complete discussion of the impact of such exercise on
existing
 shareholders. Explain that as a result you do not expect to receive any
cash proceeds
 from the exercise of the Series B warrants because, if true, it is
highly unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no money
to receive 3
 shares.
Recent Developments, page 2

4. Revise this section to acknowledge your intent to conduct a reverse
stock split, as
 contemplated in the proxy statement you recently filed, and disclose the
expected
 ratio, if known, and whether such stock split is intended to increase
your minimum
 closing bid price with a view to addressing the delisting notice you
received in
 December.
5. Please revise this section to include disclosure regarding the May 13,
2025, Notice of
 Delisting issued by Nasdaq pursuant to its discretionary authority under
Listing Rule
 5101. Please also make corresponding changes to your Risk Factor section
as
 appropriate.
The Offering, page 6

6. You disclose that you may receive up to and approximately $909,999,854
in
 aggregate gross proceeds from cash exercises of the Common Warrants,
based on the
 per share exercise price of the Common Warrants. Revise to acknowledge
that the
 Series B Warrants contain an "alternative cashless exercise feature" and
explain, if
 true, that as a result of this feature you do not expect to receive any
cash proceeds
 from the exercise of the Warrants because it is highly unlikely that a
warrant holder
 would wish to pay an exercise price that is currently above your market
price to
 receive one share when they could choose the alternative cashless
exercise option and
 pay no money to receive more than one share. Make consistent revisions
throughout
 your prospectus to make it clear that it is unlikely that you will
receive any proceeds
 from the exercise of such warrants.
 May 19, 2025
Page 3
Risk Factors
Risks Related to this Offering, page 8

7. Please revise your risk factor on page 8 to address the substantial
dilution from the
 reset provision that could adjust upward the number of common shares
underlying the
 Series B Warrants. The risk factor should disclose the maximum number of
shares
 that may be issuable upon exercise of the warrants.
8. We note that you have received a notice of delisting from Nasdaq due to
failure to
 maintain minimum stockholder's equity requirement. Disclose the whether
the
 Securities Purchase Agreements were entered into to avoid delisting and,
if so, the
 continued risk that the offering may not result in the Company's
securities remaining
 listed on the Nasdaq given the pressure that the transaction will place
upon the
 minimum bid price.
Exhibits

9. We note counsel provides a qualified opinion as to the Warrant Shares
and assumes a
 sufficient number of authorized but unissued shares of Common Stock are
available
 for issuance when the Warrants are exercised, even though you do not
have a
 sufficient number of authorized shares available for issuance, as
evidenced by the
 proxy statement you have recently filed. Please arrange for counsel to
provide an
 unqualified opinion, when available.
General

10. We note that you are registering for resale common shares accounting for
 approximately 9,776% of your outstanding shares and that the selling
shareholders
 appear to be insulated from market risk as a result of the exercise
price reset
 provisions of the Series A and Series B warrants. Please provide us with
a detailed
 legal analysis as to why you believe that the offering by the selling
shareholders
 should be characterized as a secondary offering rather than an indirect
primary
 offering. Address the circumstances under which the selling shareholders
acquired the
 warrants, the nature of the relationships between the issuer and the
selling
 shareholders, and the provisions of the warrants which mitigate selling
 shareholders' investment risk. In formulating your response, please
consider Securities
 Act Rule 415 and Interpretation 612.09 of our Securities Act Rules
Compliance and
 Disclosure Interpretations.
 May 19, 2025
Page 4

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ross Carmel
</TEXT>
</DOCUMENT>