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Correspondence 0001213900-23-068724 from RenX Enterprises Corp. (RENX)

RenX Enterprises Corp.
Date: Aug. 18, 2023 · CIK: 0001959023 · Accession: 0001213900-23-068724

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File numbers found in text: 001-41581

Referenced dates: August 14, 2023

Date
August 18, 2023
Author
/s/ Leslie Marlow
Form
CORRESP
Company
RenX Enterprises Corp.

Letter

VIA EDGAR United States Securities Division of Corporation Finance Attention: Peter McPhun Re: Safe & Green Development Corp Amendment No. 5 to Form 10-12B Filed August 10, 2023 File No. 001-41581

Dear Mr. McPhun:

On behalf of our client, Safe & Green Development Corp. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 14, 2023 (the “Comment Letter”), relating to the above-referenced Amendment No. 5 to Registration Statement on Form 10-12B (the “Registration Statement”). We are concurrently submitting via EDGAR a revised draft of the Registration Statement (“Revised Registration Statement No. 6”).

Set forth below is the comment and caption from the Comment Letter. Immediately following the comment is the Company’s response to that comment in bold.

Amendment 5 to Form 10 filed August 10, 2023

Unaudited Pro Forma Financial Statements, page 35

1. Please expand your disclosure to include a more robust discussion of each adjustment made in your pro forma financial statements. For example, we note your pro forma statements of operations and balance sheet include adjustments to reflect stock compensation expense related to the issuance of RSUs. Please expand your disclosure to include a discussion of when the RSUs were issued, the vesting terms, the fair value and the amortization period as applicable. Additionally, for any net adjustments reflected in your pro forma financial statements, please disclose the disaggregated gross amount of each adjustment in the appropriate footnote.

Response:

In response to the Staff’s comment, the Company has expanded the footnotes to the pro forma financial statements to include a more robust discussion of each adjustment made in such pro forma financial statements.

* * *

United States Securities

and Exchange Commission

August 18, 2023

Page 2

If you have any questions or need additional information, please contact the undersigned at (212) 885-5358 or (516) 496-2223.

Sincerely,
/s/ Leslie Marlow

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CORRESP
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1271 Avenue of the Americas | New York, New York 10020

Blankrome.com

    Phone:
    (212) 885-5358

    Fax:
    (917) 332-3824

    Email:
    Leslie.Marlow@Blankrome.com

August 18, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Peter McPhun

    Re:
    Safe & Green Development Corp

    Amendment No. 5 to Form 10-12B

    Filed August 10, 2023

    File No. 001-41581

Dear Mr. McPhun:

On behalf of our client, Safe
& Green Development Corp. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 14, 2023 (the “Comment
Letter”), relating to the above-referenced Amendment No. 5 to Registration Statement on Form 10-12B (the “Registration
Statement”). We are concurrently submitting via EDGAR a revised draft of the Registration Statement (“Revised Registration
Statement No. 6”).

Set forth below is the comment and caption from
the Comment Letter. Immediately following the comment is the Company’s response to that comment in bold.

Amendment 5 to Form 10 filed August 10, 2023

Unaudited Pro Forma Financial Statements, page 35

 1. Please expand your disclosure to include a more robust discussion of each adjustment made in your pro forma financial statements.
For example, we note your pro forma statements of operations and balance sheet include adjustments to reflect stock compensation expense
related to the issuance of RSUs.  Please expand your disclosure to include a discussion of when the RSUs were issued, the vesting
terms, the fair value and the amortization period as applicable. Additionally, for any net adjustments reflected in your pro forma financial
statements, please disclose the disaggregated gross amount of each adjustment in the appropriate footnote.

Response:

In response to the Staff’s
comment, the Company has expanded the footnotes to the pro forma financial statements to include a more robust discussion of each adjustment
made in such pro forma financial statements.

* * *

United States Securities

and Exchange Commission

August 18, 2023

Page 2

If you have any questions
or need additional information, please contact the undersigned at (212) 885-5358 or (516) 496-2223.

    Sincerely,

    /s/ Leslie Marlow

    Leslie Marlow