SecProbe.io

January 14, 2025
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.
Amendment No. 1 to Registration Statement on Form 10
Filed December 31, 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. Unless we note otherwise, our references to prior
comments are to comments in our December 17, 2024 letter.
Amendment No. 1 to Registration Statement on Form 10 filed December 31, 2024
Description of Business, page 4
1.We note your response to prior comment 1, but we observe on page 5 that the last
sentence of the first paragraph under the “Blackwell – Properties & Equipment”
section is still intact. Consistent with your response, please revise your filing to
remove the statement.
2.Under your plan of operation, you describe "the capital being raised hereby," the "use
of proceeds raised under this offering," and other similar language. Please delete, as
the Form 10 registers your class of common stock under the Exchange Act and you
are not offering securities under the Securities Act. Disclose in greater detail how you
expect to fund the costs associated with each phase of your plan of operation and
clarify whether you have secured any such funding.

January 14, 2025
Page 2
Financial Information, page 23
3.We note your response to prior comment 3. It appears that some of your loans have
conversion terms, such as the Loan Restructure & Repayment Agreement
with Atomic Tecnologia de Negocios, S.A. de C.V., as described in footnote (1) to the
table on page 25. Please include the conversion terms of the loans in the applicable
column in the table or advise. If material, please file these agreements as exhibits or
advise. In addition, please disclose the material terms of the stock agreements related
to your financing activities. We note for example the recent sales of unregistered
securities described beginning on page 32.
Executive Compensation, page 30
4.Please describe the employment agreements with your officers or advise. For
example, we note the shares issued to your CEO on April 24, 2024 in connection with
an employment agreement.
Certain Relationships and Related Transactions, page 31
5.We note your response to prior comment 4. In the first paragraph in this section,
please explain why the amount due to your CEO was $62,457 as of August 31, 2024,
but the amount reflected in your financial statements is $51,587. Also clarify the
reference to July 31, 2024. Disclose whether you have entered into an agreement for
this loan.

6.We note your disclosure that on April 24, 2024 the company issued 1,000,000 shares
of common stock to your officers and directors valued at $360,200 for Blackwell
Realtech 3D, LLC and that this asset was written off during the year ended May 31,
2024. Please explain the reasons for this write off. See Item 404(a)(6) of Regulation
S-K.
15. Financial Statements and Exhibits
(a) Financial Statements
Quarterly Financial Statements (unaudited), page 37
7.Please amend your Form 10 to provide updated interim financial statements and
related disclosures.  Refer to Item 8-08 of Regulation S-X.
General
8.We note your response to prior comment 7. The signature line on page 38 identifies
Mohammed Saif Zaveri as the principal financial officer. However, on page 28,
Krishnendu Chatterjee is identified as the chief financial officer and your website
identifies Mitesh Rasaikar as the chief financial officer. Please reconcile.
We note your response to prior comment 5 and reissue. You state in your response
that you have entered into a "partnership with various companies to further expand
and develop the Company operational plan." Please disclose the material terms of this
partnership in your filing and file the agreement as an exhibit. You also state that you
are focusing on consulting services in the 3D construction and printing industry.
Please describe these services in the filing and file any consulting agreements as 9.

January 14, 2025
Page 3
exhibits. We note that your plan of operation does not include any plans for funding
your costs and you disclose that you currently have no financing agreements. Finally,
you do not disclose your current operations in the filing and your most recent
statements of operations reflect only general and administration and professional fee
expenses. Therefore, disclose that you are a shell company, as previously requested,
or provide a detailed analysis with a view toward disclosure why you believe you
have more than nominal operations.
            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