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 bdcc_corresp.htm BLACKWELL 3D CONSTRUCTION CORP. December 12, 2025 US Securities and Exchange Commission Division of Corporation Finance Attn: Stacie Gorman Washington, D.C. 20549 Re: BLACKWELL 3D CONSTRUCTION CORP. (the “Company”) Offering Statement on Form 1-A Filed September 16, 2025 File No. 024-12666 Dear Ms Gorman: Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Act”), Blackwell 3D Construction Corp. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the above referenced Offering Statement on Form 1-A, so that it may be qualified by 4:00 pm., Eastern Time on Monday, December 15, 2025, or as soon thereafter as is practicable. We understand that the Commission will not be reviewing the filing. The Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company further acknowledges that: · Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing; · The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its responsibility for the adequacy and accuracy of the disclosures in the filing; and · The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company acknowledges 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. If you have any questions, please contact our counsel, Jonathan Leinwand at (954) 903-7856. Thank you in advance for your assistance. Very Truly Yours, BLACKWELL 3D CONSTRUCTION CORP. By: /s/ Mohammed Zaveri Mohammed Saif Zaveri (Principal Executive Officer)

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 bdcc_corresp.htm October 14, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Re: Blackwell 3D Construction Corp. Offering Statement on Form 1-A Filed September 16, 2025 File No. 024-12666 Ladies and Gentlemen: This letter is being submitted on behalf of Blackwell 3D Construction Corp. (the “Company”) in response to the comment letter, dated September 25, 2025, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Offering Statement on Form1-A filed on September 16, 2025 (the “Offering Statement”). Offering Statement on Form 1-A Signatures, page 49 1. Please revise your signature page to conform to the requirements of Instruction 1 to the Signatures section of Form 1-A. In particular, please provide the signature of your principal accounting officer. Response : The signature page has been revised to conform the requirements of Instruction 1 and the principal accounting officer has been identified. General 2. Please provide updated financial statements as of and for the year ended May 31,2025 and file an updated auditor consent as an exhibit. Refer to Sections (b)(3) and (c) of Part F/S of Form 1-A for guidance. Response : The financial statements have been updated to include the financial statements for the year ended May 31, 2025 and an updated auditor consent has been filed as an Exhibit. Blackwell 3D Construction October 14, 2025 Page 2 of 2 Should you have any questions regarding the foregoing, please do not hesitate to contact Jonathan Leinwand at (954) 903-7856. Very Truly Yours, JONATHAN D. LEINWAND, P.A. By: /s/ Jonathan Leinwand Jonathan Leinwand, Esq. JONATHAN D. LEINWAND, P.A. 18305 Biscayne Blvd. • Suite 200 • Aventura, FL 33160 • Tel: (954) 903-7856 • Fax: (954) 252-4265 www.jdlpa.com

September 25, 2025
Mohammed Zaveri
Chief Executive Officer
Blackwell 3D Construction Corp.
701 South Carson Street
Suite 200
Carson City, NV 89701
Re:Blackwell 3D Construction Corp.
Offering Statement on Form 1-A
Filed September 16, 2025
File No. 024-12666
Dear Mohammed Zaveri:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Signatures, page 49
1.Please revise your signature page to conform to the requirements of Instruction 1 to
the Signatures section of Form 1-A. In particular, please provide the signature of your
principal accounting officer.
General
2.Please provide updated financial statements as of and for the year ended May 31,
2025, and file an updated auditor consent as an exhibit. Refer to Sections (b)(3) and
(c) of Part F/S of Form 1-A for guidance.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

September 25, 2025
Page 2
            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. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            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:Jonathan Leinwand, Esq.

February 18, 2025
Mohammed Saif Zaveri
President
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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jessica M. Lockett

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 February 12, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

       Attn:

   Frank Knapp, Mark Rakip, Ronald (Ron) E. Alper, and Brigitte Lippmann

   Re:

   Blackwell 3D Construction Corp.

   Registration Statement on Form 10

 Originally Filed November 20, 2024

 Amended No. 1 Filed on December 31, 2024

 Amendment No. 2 filed on January 30, 2025

 File No. 000-54452

 Dear Commission Staff:

 We are submitting this letter on behalf of Blackwell 3D Construction Corp.(the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated February 10, 2025, relating to the Company’s Registration Statement on Form 10-12G filed with the Commission on November 20, 2024, and as amended and filed on December 31, 2024 and January 30, 2025 (collectively, the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

 Amendment No. 2 to Registration Statement on Form 10 filed January 30, 2025

 Description of Business

 Funding Strategy, page 7

 1. We note your response to prior comment 2 and we reissue it in part. Please clarify whether you have secured any funding.

 Response: We have revised the filing in accordance with the Commission’s request to clarify that we have not secured financing as of the date of the amended Registration Statement.

 Financial Information, page 23

 2. We note that you have removed the footnotes to the table on page 25. Please clarify whether the agreements referenced in the footnotes are still in force.

 Response: The referenced and removed agreements are still in full force and effect and none of the debt underlying such agreements is convertible. However, they were removed to avoid any confusion as part of a response to a prior comment from the Commission.

 Certain Relationships and Related Transactions, page 31

 3. We note your response to prior comment 6 and the revised disclosure on page 31. Please explain why the company issued 1,000,000 shares of common stock valued at $360,200 for 100% of the member interest in the entity when the transferring entity valued the assets at a historical value of $0 within a one month period.

 Response: The issuance of 1,000,000 shares of common stock valued at $360,200 in exchange for 100% of the member interest in Blackwell Realtech 3D, LLC was based on a fair value assessment of the transaction at the time of issuance. While the transferring entity historically recorded the assets at a value of $0, this accounting treatment was primarily due to lack of capitalization for internally developed assets. However, the fair value of the acquired entity was determined based on anticipated future economic benefits and strategic value to the Company. Additionally, the valuation considered qualitative and quantitative factors, including revenue-generating potential and proprietary technology, and synergies expected from the acquisition. Although the transferring entity’s historical book value was $0, the Company determined that the fair value of the acquired entity and the benefits derived from the transaction justified the stock issuance.

 The Company believes this treatment is consistent with applicable accounting guidance, including ASC 805 (Business Combinations), which requires measuring consideration transferred at fair value, irrespective of the historical carrying amounts of the acquired entity’s assets.

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned via email at mzaveri@blackwell3d.com.

   Thank you for your courtesies,

   /s/ Mohammed Saif Zaveri

   Mohammed Saif Zaveri, CEO

February 10, 2025
Mohammed Saif Zaveri
President
Blackwell 3D Construction Corp.
706-12 Bayswater Bay By Omniyat
Business Bay, Dubai 00000
United Arab Emirates
Re:Blackwell 3D Construction Corp.
Amendment No. 2 to Registration Statement on Form 10
Filed January 30, 2025
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 January 14, 2025 letter.
Amendment No. 2 to Registration Statement on Form 10 filed January 30, 2025
Description of Business
Funding Strategy, page 7
1.We note your response to prior comment 2 and we reissue it in part. Please clarify
whether you have secured any funding.
Financial Information, page 23
2.We note that you have removed the footnotes to the table on page 25. Please clarify
whether the agreements referenced in the footnotes are still in force.

February 10, 2025
Page 2
Certain Relationships and Related Transactions, page 31
3.We note your response to prior comment 6 and the revised disclosure on page 31.
Please explain why the company issued 1,000,000 shares of common stock valued at
$360,200 for 100% of the member interest in the entity when the transferring entity
valued the assets at a historical value of $0 within a one month period.
            Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573 if you
have questions regarding 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

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 January 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

       Attn:

   Frank Knapp, Mark Rakip, Ronald (Ron) E. Alper, and Brigitte Lippmann

   Re:

   Blackwell 3D Construction Corp.

   Registration Statement on Form 10

 Originally Filed November 20, 2024

 Amended and Filed on December 31, 2024

 File No. 000-54452

 Dear Commission Staff:

 We are submitting this letter on behalf of Blackwell 3D Construction Corp.(the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated January 14, 2025, relating to the Company’s Registration Statement on Form 10-12G filed with the Commission on November 20, 2024, and as amended and filed on December 31, 2024 (collectively, the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

 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.

 Response: We have revised the filing in accordance with the Commission’s request.

 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.

 Response: We have revised the filing in accordance with the Commission’s request.

 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.

 Response: None of the notes were convertible, we have revised the filing to remove the discussion to avoid confusion.

 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.

 Response: We have revised the filing in accordance with the Commission’s request.

 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.

 Response: We have revised the filing in accordance with the Commission’s request.

 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.

 Response: We have revised the filing in accordance with the Commission’s request.

 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.

 Response: We have provided the requisite updated interim financial statements and related disclosures thereto.

 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.

 Response: We have amended the Filing and the Company’s website to correctly indicate that Mr. Chatterjee is the Company’s principal financial officer.

 9. 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 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.

 Response: We have amended the Filing throughout to indicate that we are considered a “shell company” per Rule 405.

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned via email at mzaveri@blackwell3d.com.

   Thank you for your courtesies,

   /s/ Mohammed Saif Zaveri

   Mohammed Saif Zaveri, CEO

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

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parg_corresp.htmDecember 31, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

      Attn:

   Frank Knapp, Mark Rakip, Ronald (Ron) E. Alper, and Brigitte Lippmann

   Re:

  Blackwell 3D Construction Corp.

  Registration Statement on Form 10

  Filed November 20, 2024

  File No. 000-54452

 Dear Commission Staff:

 We are submitting this letter on behalf of Blackwell 3D Construction Corp.(the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated December 17, 2024, relating to the Company’s Registration Statement on Form 10-12G filed with the Commission on November 20, 2024 (the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

 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.

 Response: We have revised the filing to remove the statement.

 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.

 Response: We have revised the filing to add a new section captioned “Plan of Operation - Operational Goals” beginning on Page 7 of the Registration Statement.

 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.

 Response: We have revised the filing to add information relating to the terms of the notes payable and the terms of the stock agreements in the Registration Statement.

 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.

 Response: We have revised the filing to include the information required by Item 404(d)(1) of Regulation S-K

  1

 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.

 Response: We believe we are not a shell company for the following reasons:

 The SEC, in Release No. 33-8869 (the “Release”), defines a “shell company” to mean a registrant, other than an asset-backed issuer, that has: (A) No or nominal operations; and (B) Either: (1) No or nominal assets; (2) Assets consisting solely of cash and cash equivalents; or, (3) Assets consisting of any amount of cash and cash equivalents and nominal other assets. This definition specifically was not meant to include development stage companies pursuing an actual business.

 We are a development stage company, and even if we were we not considered a development stage company, we would still not be considered a shell company due to the fact we have more than no or nominal operations.

 The definition above uses the word “and” after (A) above, a company must have “no or nominal operations” before the analysis even gets to “no or nominal assets” and the other items in (2). In other words, if a company can prove it has more than nominal operations, it cannot be considered a shell company as defined in the Release. However, this can be a difficult proposition for a company in the early stages of development that has not generated significant revenues yet. Several commenters stated in the Release that they were concerned that the definition of a shell company set forth above would capture virtually every company during its start-up phase and that the definition was therefore too broad. The SEC specifically addressed this situation in footnote 172 to the Release by saying, in applicable part:

 Contrary to commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a “startup company,” or in other words, a company with a limited operating history, in the definition of a reporting or non-reporting shell company, as we believe that such a company does not meet the condition of having “no or nominal operations.”

 One can do an analysis of a startup company’s business activities during its “limited operating history” to determine whether the company has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business. Some of the relevant factors that the Company finds pertinent to its classification as a development stage company, and not a “shell company” include: (i) a very specific business plan and purpose which required significant expertise and dedication from management to develop, (ii) conscionable plan of operations upon which it is executing (see below), (iii) a clear revenue generation strategy, and (iv) the incurrence of operating expenses consistent with a Company that is in its development stage.

 To this end, since inception the Company has been active in developing its business plan, and since inception, has had consistent, material ongoing operations, including, among other corporate activities, entering partnership with various companies to further expand and develop the Company operational plan, we have recently launching a self-funded feasibility study to identify the suitable locations for a large-scale 3D-printed residential construction projects in the UAE, and we have forming a new subsidiary focusing on consulting services in the 3D construction and printing industry, all the past 3 months. We firmly believe the foregoing, among other factors, clearly indicate that we are not a shell company as we have more than “no or nominal operations” and we reiterate, that the Release, as specifically addressed in footnote 172, was clear that the definition of a “shell company” was not intended to capture every company during its start-up phase.

 Accordingly, the Company does not believe that we exhibit any of the characteristics of a “shell” company, under Rule 405, and that the Company meets, and exceeds, the threshold of having more than no or nominal operations. The Release makes it clear that the SEC did not intend to capture a start-up company such as us, and that being a development stage company does not automatically make the Company a shell company.

  2

 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.

 Response: We take you comment under advisement, and will guide ourselves accordingly. Additionally, We have revised the filing as requested.

 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.

 Response: We have revised the website to reflect the correct information.

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned via email at mzaveri@blackwell3d.com.

           Thank you for your courtesies,

       /s/ Mohammed Saif Zaveri

   Mohammed Saif Zaveri, CEO

  3

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

CORRESP
1
filename1.htm

bdcc_corresp.htmBLACKWELL 3D CONSTRUCTION CORP.

 April 22, 2024

 United States Securities & Exchange Commission

 Division of Corporate Finance – Office of Real Estate & Construction

 Washington, DC 20549

   Re:

  BLACKWELL 3D CONSTRUCTION CORP. (the “Company”)

  Offering Statement 1-A/A

  Filed April 22, 2024

  File No. 024-12412

 Dear Sir or Madam:

 We respectfully request that the Commission qualify the Offering on or before 5pm EST, April 24, 2024, and agree that:

 On behalf of the Company, the undersigned: (i) confirms that at least one state has advised the Company that it is prepared to qualify the offering, and (ii) acknowledges that:

        1.

   Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing of the Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the filing;

   2.

   The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

   3.

   We not require FINRA to approve any of our compensation agreements, as we are self-underwriting and not engaging any third parties to assist in the sale or marketing of this Offering. Note, the management fee that the Company receives upon the sale of any real estate does not require us to register as a broker/dealer or an investment adviser under the 1940 Act or any other applicable state statute; and

   4.

   The Company may not assert Staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned via email at mzaveri@blackwell3d.com.

        By:

   /s/ Mohammedsaif Zaveri

  Name: Mohammedsaif Zaveri

  Title:   Officer & Director

United States securities and exchange commission logo
March 30, 2024
Mohammed Saif Zaveri
Chief Executive Officer and Chief Financial Officer
Blackwell 3D Construction Corp.
701 South Carson Street, Suite 200
Carson City, NV 89701
Re:Blackwell 3D Construction Corp.
Offering Statement on Form 1-A
Filed March 20, 2024
File No. 024-12412
Dear Mohammed Saif Zaveri:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            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 Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jonathan Leinwand