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August 24, 2023
Gregory Bennett
Principal Executive Officer
Smith Douglas Homes Corp.
110 Village Trail, Suite 215
Woodstock, GA 30188
Re:Smith Douglas Homes Corp.
Draft Registration Statement on Form S-1
Submitted July 28, 2023
CIK No. 0001982518
Dear Gregory Bennett:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 28, 2023
Prospectus summary
Our company, page 1
1.Please elaborate on your basis for the statement that you are "one of the nation’s fastest
growing private homebuilders by number of closings."
Market opportunity, page 3
2.In addition to the areas you list here, we note your website also shows Dalton, GA as one
of your markets. Please clarify here and throughout your prospectus where you discuss
your geographic markets whether the Dalton market is included in the Atlanta or another
market.

 FirstName LastNameGregory Bennett
 Comapany NameSmith Douglas Homes Corp.
 August 24, 2023 Page 2
 FirstName LastNameGregory Bennett
Smith Douglas Homes Corp.
August 24, 2023
Page 2
3.Please include the description and source for the diagram on page 6. For example, please
clarify the period and the geographic location(s) represented by the diagram.
Risk factors
The Tax Receivable Agreement with the Continuing Equity Owners requires us..., page 45
4.We note that payments under the Tax Receivable Agreement are not conditioned upon
continued ownership of Smith Douglas Holdings LLC by the exchanging Continuing
Equity Owners. Please disclose whether payments under the Tax Receivable Agreement
would continue even if all of the Continuing Equity Owners were to exchange or redeem
their remaining LLC Interests. We also note references to the possibility of an "early
termination" of the Tax Receivable Agreement. Please disclose when the agreement will
terminate according to its terms.
The JOBS Act will allow us to postpone the date by which we must comply with certain laws
and regulations..., page 54
5.We note your disclosure that you "have elected to use" the extended transition period for
emerging growth company. However, on the cover page, we note that you have checked
the box indicating that you have "elected not to use" the extended transition period
for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. Please clarify or revise to reconcile the
discrepancy.
Use of Proceeds, page 67
6.Disclosure on page 11 indicates that you intend to fund the $80 million acquisition of
Devon Street Homes from among other things, cash on hand. Please clarify whether you
intend to use proceeds of this offering in the acquisition and provide disclosure required
by Instruction 5 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other factors impacting results of operations, page 87
7.We note your presentation of net new homes sales, contract value of net new homes sales,
and ASP of net new homes sales.  Please tell us how you determined it was appropriate to
use the term "sales" within these metric names, as the term "sales" may indicate that a
transaction has closed.  Further, please revise your filing to clearly disclose how the
contract value of net new homes sales is derived.
Land acquisition strategy, page 132
8.Please elaborate on the material terms of the option contracts you enter into. For example,
discuss when the options expire if you do not exercise them, whether the counterparties
have any rights to terminate the option contracts, and whether you receive the return of all
or any part of your deposit upon expiration or termination. Explain what rights and

 FirstName LastNameGregory Bennett
 Comapany NameSmith Douglas Homes Corp.
 August 24, 2023 Page 3
 FirstName LastNameGregory Bennett
Smith Douglas Homes Corp.
August 24, 2023
Page 3
obligations that each of you and the counterparty to these option contracts has with regard
to the maintenance, development, taxes, insurance and any other expenses associated with
the properties. In this regard, we note your statements that you "control" these lots. Clarify
whether this means that you simply have the option to acquire them for a limited period of
time under the terms of the option contracts. Revise in response to this comment where
similar disclosures appear in the prospectus and consider whether there are any material
associated risks to be addressed in the risk factor disclosure.
9.Please elaborate on the terms of the agreements noted on page 133 that you have with
sellers to support your pipeline of lots. You state that these agreements allow you to
evaluate the land without entering into a binding agreement to control the lots, but you
also state that you have 717 additional lots included in "total controlled lots" that are still
in the due diligence and investigation period, and are presumably subject to these
agreements.
Forum Selection, page 167
10.We note disclosure here and in the risk factor regarding exclusive forum on page 56 that
your forum selection provision identifies the Court of Chancery of the State of Delaware
as the exclusive forum for certain litigation, including any “derivative action.” Please
revise this section and the risk factor to disclose whether this provision applies to actions
arising under the Exchange Act. In this regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder. If this
provision does not apply to actions arising under the Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly.
11.You state that the federal district courts of the U.S. shall be the exclusive forum for the
resolution of claims under the Securities Act. Please note that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. Please revise your prospectus to state that there is uncertainty as to whether a
court would enforce your exclusivity provision.
Notes to Consolidated Financial Statements
Note 17 - Subsequent event, page F-23
12.We note that you entered into a letter of intent to purchase substantially all of the assets of
Devon Street Homes LP and that you are targeting for the transaction to close in the third
quarter of 2023.  We also note that throughout your filing there is disclosure assuming the
consummation of the Devon Street Homes acquisition.  Please tell us and revise your
filing to clarify if you consider the acquisition of this business to be probable or not, and
tell us how you made such determination. Further, tell us how you assessed the the need to
include financial statements of Devon Street Homes LP in accordance with Rule 3-05 of
Regulation S-X and related pro forma financial information reflecting the acquisition

 FirstName LastNameGregory Bennett
 Comapany NameSmith Douglas Homes Corp.
 August 24, 2023 Page 4
 FirstName LastName
Gregory Bennett
Smith Douglas Homes Corp.
August 24, 2023
Page 4
within your pro forma financial information. Within your response, please clarify for us if
the acquisition is significant, as contemplated in Rule 3-05 of Regulation S-X.
Signatures, page II-5
13.Please include the signature of your controller or principal accounting officer. See
Instruction 1 to Signatures in Form S-1.
            You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Benjamin J. Cohen, Esq.