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 June 25, 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.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-3037
Dear Michael McLaren:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A, Filed June 16, 2025
Proposal 4: The Reverse Stock Split Proposal, page 21

1. In your discussion of this proposal, revise to acknowledge receipt of
the letters on
 December 12, 2024 and June 11, 2025, from the Listing Qualifications
Department of
 The Nasdaq Stock Market LLC notifying you that the Company s common
stock had
 not maintained a minimum closing bid price of $1.00 per share for the
preceding 30
 consecutive business days, as required by Nasdaq Listing Rule
5550(a)(2). If you are
 proposing the reverse stock split to achieve compliance with this
listing standard,
 revise to state as much and disclose the deadline in which you are
required to satisfy
 this listing standard. In doing so, advise holders that you can provide
no assurance that
 you will be able to maintain a minimum bid price of $1.00 in light of
the dilutive
 impact of the issuance of common stock, for which you are also seeking
shareholder
 approval and as discussed in additional detail in Proposals 5 through 8.
 June 25, 2025
Page 2
Reasons for the Reverse Stock Split, page 21

2. You disclose that if you are not successful in maintaining the listing
of your Common
 Stock on the Nasdaq Capital Market, you intend to seek a listing on
another national
 securities exchange, which will also require that the per share trading
price of your
 Common Stock be higher than your current per share trading price. Revise
to
 acknowledge that if your Common Stock is delisted your ability to list
on another
 national securities exchange may be limited for the reasons you state.
Acknowledge
 that delisting is more likely to result in quotation of your Common
Stock on an OTC
 market and disclose the consequences of such an event.
Proposal 5: The FirstFire Issuance Proposal
Background and Description of the FirstFire Issuance Proposal, page 26

3. We note your disclosure that the Notes and the Warrants may have their
conversion
 price and exercise price adjusted as set out in their respective
documents. If either of
 these instruments can be converted into Common Stock on a cashless
basis, then
 please disclose such terms in this section. Also, explain whether the
conversion price
 has already been adjusted and why. In this regard, we note that you are
seeking
 shareholder approval to issue up to 2,000,000 shares of your common
stock upon
 exercise of the warrant, however, earlier in the discussion you state
that the warrant is
 initially exercisable into 450,000 shares of common stock.
Proposal 10: The Authorized Common Stock Increase Proposal
Introduction, page 45

4. 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. In addition, please include disclosure advising shareholders that
you are
 currently pursuing alternative listing on the OTCQB market maintained by
OTC
 Markets Group Inc. should your appeal process be unsuccessful.
General

5. You disclose in Proposals 5 through 8 that the sale into the public
market of these
 shares could materially and adversely affect the market price of your
Common Stock
 or could dilute the ownership interests of existing shareholders.
Enhance this
 disclosure to highlight the downward pressure that the planned reverse
stock split in
 Proposal 4 will also place upon the market price of your Common Stock,
enhancing
 the risk that you will be unable to maintain listing standards and
increasing the
 likelihood of de-listing.
 June 25, 2025
Page 3

 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.

 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
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