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January 18, 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
Form 10-12B
Filed December 23, 2022
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.
Form 10-12B
Special Note Regarding Forward-Looking Statements, page 2
1.We note your statement that the report include forward-looking statements under the
Securities Act of 1933 and the Securities Exchange Act of 1934.  Be advised that Section
27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange
Act expressly state that the safe harbor for forward looking statements does not apply to
statements made by companies that are not reporting companies under section 13(a) or
15(d) of the Securities Exchange Act.  Please explain supplementally or either:
•delete any references to the Private Securities Litigation Reform
Act; or
•make clear, each time you refer to the Litigation Reform Act, that the safe harbor
does not apply to your company.

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 January 18, 2023 Page 2
 FirstName LastNamePaul Galvin
Safe & Green Development Corp
January 18, 2023
Page 2
Risks Related to our Business Generally
Our auditors have expressed substantial doubt about our ability to continue as a going concern.,
page 13
2.Please disclose your lack of revenues and net losses to date in this risk factor.
Agreements with SG Holdings, page 32
3.Once finalized, please revise this section to clearly disclose the material terms of each
agreement.  For example, the shared services agreement should provide clear disclosure of
the services to be provided and the associated fees.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
4.Please expand upon the discussion of operations to clearly discuss the lack of revenues to
date and discuss this and any other material events or uncertainties related to your
operations.  See Item 303(a) of Regulation S-K.
5.We note the disclosure in the liquidity section that you are seeking to sell the Largo Vista
property and that the lien notes associated with this property were due January 14, 2023.
Please update to disclose the status of the note or any extensions.  Please also discuss the
terms of the secured note on the St. Mary’s industrial site.  Lastly, please discuss the
amount due to affiliates, as reflected in the financial statements.
Business, page 44
6.Please describe your corporate structure in greater detail and include an organizational
diagram detailing your structure before and after the spin-off.  Please revise to make it
clear the services that will be provided by SG Holdings, SG Echo, SG Development
company and by the joint ventures.  Please also provide clear disclosure of any conflicts
of interest that may exist after the distribution based upon the numerous arrangements
and/or agreements between the parties.
7.Please revise this section to provide clear disclosure of the business operations that have
occurred to date.  We note that you have not generated revenues to date.  We also note
that other than acquiring properties it does not appear the company has commenced any
development of the properties.  Please significantly expand the disclosure in this section to
provide clear disclosure of the business to date and your plan of operations going
forward.  Please also discuss the anticipated costs associated with your planned operations
and the estimated timing.
8.Please expand upon the statement that "we intend to build additional, strategically placed
manufacturing facilities to support SG Holdings’ backlog of over 4,000 units, as well as
additional manufacturing facilities for sale or lease to third parties."

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 January 18, 2023 Page 3
 FirstName LastNamePaul Galvin
Safe & Green Development Corp
January 18, 2023
Page 3
9.We note the disclosure of the current backlog of SG Holdings of over 4,000 modular
units.  We also note that your business plan is to develop properties utilizing modular
construction, which will be provided by SG Holdings.  Please discuss here and elsewhere
as appropriate, including MD&A and business section, the impact lack of availability of
the modular units due to SG Holdings' backlog could have upon your business and the
associated risks.
Current Projects/ Development Sites, page 45
10.Please expand your disclosure to clarify anticipated costs associated with development of
these sites, and when you anticipate development to commence and when you anticipate
they will be completed.  Please clarify whether you intend to sell or rent the properties
once developed.  Additionally, please clarify each entity's role in connection with each
site.  Please also include disclosure about the types of projects you plan to seek going
forward and how you will determine those projects to pursue.
11.We note the disclosure regarding the Lago Vista property and the two liens, which you
state "SG DevCorp intends to use the proceeds of these borrowings for its development
project."  Please explain in light of the fact that you have listed the property for sale and
do not appear to be developing the property.
12.For each property where you hold a membership interest, please disclose the material
terms of such arrangement.  File any agreements relating to these interests as exhibits.
13.Please disclose the material terms of the fabrication agreement with SG Echo and file as
an exhibit.  Please also discuss this agreement in the certain relationships and related
transactions section.
Employees, page 46
14.We note that, initially you intend to rely upon SG Holdings to provide you with the staff
you need for operations.  Please clarify how you long you anticipate it will take you
operate as your own distinct entity.
Management, page 49
15.Please provide all of the disclosure required by Item 401 of Regulation S-K.  Please
disclose each of the entities that each individual has been associated within at least the
past five years, their position at the entity, and disclose when they began working at each
entity and when they ceased working at each entity.
Certain Relationships and Related Transactions, page 55
16.Provide clear disclosure of the related party agreements, including the tax matters
agreement, the shared services agreement and the employee matters agreement.

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 January 18, 2023 Page 4
 FirstName LastName
Paul Galvin
Safe & Green Development Corp
January 18, 2023
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.
            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,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Leslie Marlow, Esq.