SecProbe.io

December 17, 2024
Mohammed Saif Zaveri
President and Director
Blackwell 3D Construction Corp.
706-12 Bayswater Bay By Omniyat
Business Bay, Dubai 00000
United Arab Emirates
Re:Blackwell 3D Construction Corp.
Registration Statement on Form 10
Filed November 20, 2024
File No. 000-54452
Dear Mohammed Saif Zaveri:
            We have reviewed your filing and have the following comments.
            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 and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10 filed November 20, 2024
Description of Business, page 5
1.You state that you currently have assets that consist of solely intellectual property,
know-how, and previously developed and cultivated relationships that you believe
will facilitate your plan of operations as you move forward.  Please reconcile this
view with the fact that you currently attach no value to your investment in Blackwell
Realtech 3D, LLC, and your proprietary and intellectual property assets, given your
full impairment of each asset down to a zero-dollar carrying value.
2.We note that your auditors have issued a going concern opinion. Please describe your
plan of operation, including any specific timeline and related costs and how you
expect to fund such costs.

December 17, 2024
Page 2
Financial Information, page 23
3.Under Liquidity and Capital Resources, please describe the material terms of your
notes payables. Also describe the material terms of the stock agreements related to
your financing activities for the year ended May 31, 2024 and the three months ended
August 31, 2024.
Certain Relationships and Related Transactions, page 31
4.Please disclose the information required by Item 404(d)(1) of Regulation S-K,
including the amount due to a related party reflected in your balance sheet and the
shares issued to your affiliates as disclosed on page 33.
General
5.Your most recent financial statements reflect that you have no revenues and $1,491 in
total assets comprised of cash and it appears that you have nominal operations;
therefore, you may be considered a shell company as defined in Rule 12b-2 under the
Exchange Act. Please disclose in the business and risk factor sections the
consequences of your shell company status, including the prohibition on the use of
Form S-8, enhanced reporting requirements, and restrictions on stock resales
under Rule 144.
6.We note that you filed a Form 8-K on November 27, 2024. Please note that the current
and periodic reporting rules do not become applicable until your registration statement
becomes effective automatically 60 days after its initial filing pursuant to Section
12(g)(1) of the Exchange Act. Also delete the last sentence under Explanatory Note
on page 2 regarding effectiveness under the Securities Act.
7.We note that the chief financial officer on your website is different than the person
identified in the Form 10. Please revise or advise.

            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 Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jessica M. Lockett