SecProbe.io

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April 14, 2026

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

    Re:
    RenX Enterprises Corp.

    Registration Statement on Form S-3, as amended

    File No: 333-293528

Dear Ms. Packebusch:

RenX Enterprises Corp. (the
“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3, as
amended (File No. 333-293528), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to
become effective on Wednesday, April 15, 2026, at 4:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow, Esq. and Melissa Palat Murawsky, Esq. of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please
contact Ms. Marlow at (212) 885-5358 or Ms. Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please
notify either of them when this request for acceleration has been granted.

    Very truly yours,

    RENX ENTERPRISES CORP.

    By:
    /s/ Nicolai Brune

    Name:
    Nicolai Brune

    Title:
    Chief Financial Officer

 cc: Leslie Marlow, Esq., Blank Rome LLP

February 24, 2026
Nicolai Brune
Chief Financial Officer
RenX Enterprises Corp.
100 Biscayne Blvd., #1201
Miami, FL 33132
Re:RenX Enterprises Corp.
Registration Statement on Form S-3
Filed February 17, 2026
File No. 333-293528
Dear Nicolai Brune:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Leslie Marlow

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 December 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Michael Purcell

 Re:
 Safe and Green Development Corporation

 Registration Statement on Form S-3

 Filed October 31, 2025

 File No: 333-291206

 Dear Mr. Purcell:

 Safe and Green Development Corporation
(the " Registrant ") hereby requests that the effective date of the above-referenced Registration Statement on Form S-3
(File No. 333-291206), be accelerated by the U.S. Securities and Exchange Commission (the " Commission ") to become effective
on Monday, December 8, 2025 , at 5:00 p.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The Registrant understands that
the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities under
the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes
Leslie Marlow, Esq. and Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (212) 885-5358 or Ms. Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please notify
either of them when this request for acceleration has been granted.

 Very truly yours,

 SAFE AND GREEN DEVELOPMENT CORPORATION

 By:
 /s/ Nicolai Brune

 Name:
 Nicolai Brune

 Title:
 Chief Financial Officer

 cc: Leslie Marlow, Esq., Blank Rome LLP

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November 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Isabel Rivera

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    File No: 333-283281

Dear Ms. Rivera:

 Safe and Green Development Corporation (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-283281), be accelerated
by the U.S. Securities and Exchange Commission (the “Commission”) to become effective on Tuesday, November
26, 2024, at 5:30 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands that the Staff of the Commission will consider
this request as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws as they relate
to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes Melissa Palat Murawsky of Blank Rome
LLP to orally modify or withdraw this request for acceleration. Please contact Melissa Palat Murawsky at (215) 569-5732 or Leslie Marlow
at (212) 885-5358 with any questions you may have concerning this request, and please notify either of them when this request for acceleration
has been granted.

    Very truly yours,

    SAFE AND GREEN DEVELOPMENT CORPORATION

    By:
    /s/ Nicolai Brune

    Nicolai Brune

    Chief Financial Officer

cc: Leslie Marlow, Blank Rome LLP

Melissa Palat Murawsky, Blank Rome LLP

November 21, 2024
David Villarreal
Chairman and Chief Executive Officer
Safe & Green Development Corporation
100 Biscayne Blvd., Suite 1201
Miami, FL 33132
Re:Safe & Green Development Corporation
Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-283281
Dear David Villarreal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Isabel Rivera at 202-551-3518 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Melissa Palat Murawsky

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September 26, 2024

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    Filed August 30, 2024

    File No: 333-281889

Dear Ms. Paulemon:

Safe and Green Development
Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-281889), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Monday, September 30, 2024, at 4:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Leslie Marlow at (212) 885-5358
or Melissa Palat Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please notify either of them
when this request for acceleration has been granted.

    Very truly yours,

    SAFE AND GREEN DEVELOPMENT CORPORATION

    By:
    /s/ Nicolai Brune

    Name:
    Nicolai Brune

    Title:
    Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

Melissa Palat Murawsky, Blank Rome LLP

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September 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Pearlyne Paulemon

    Jeffrey Gabor

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    Filed August 30, 2024

    File No. 333-281889

Ladies and Gentlemen:

On behalf
of our client, Safe and Green Development Corporation (the “Company”), we submit this letter in response to comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s
letter dated September 12, 2024 (the “Comment Letter”), relating to the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”). Concurrently with
the filing of this letter, we have filed an Amendment No. 1 to the Registration Statement to reflect a reduction in the number of shares
of the Company’s common stock, par value $0.01 per share (the “Common Stock”) that the Company is seeking to register
for resale.

Set forth below in bold are comments from the
Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s
Comment Letter. Immediately following each comment is the Company’s response to that comment. Unless the context indicates
otherwise, references in this letter to “we,” “us,” and “our” refer to the Company.

Registration Statement on Form S-1

General

    1.
    Given the nature of the offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates and the short time period your selling stockholders have held the shares, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.

Response: For the reasons set forth below, the Company respectfully
submits that the offering contemplated by the Registration Statement is a valid secondary offering by or on behalf of the Selling Stockholders,
of shares of the Company’s Common Stock that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of
the Securities Act of 1933, as amended (the “Securities Act”).

As requested in the Staff’s comment, the Company analyzed, among
other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09 (“Interpretation
612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary
offering. We do not believe any single factor to be dispositive. Interpretation 612.09 states:

It is important to identify whether a purported secondary
offering is really a [“disguised” or “indirect”] primary offering, i.e., the selling shareholders are actually
[a conduit acting]. . . on behalf of an issuer. . . .In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on
behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test
for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer
is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares
involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears
that the seller is acting as a conduit for the issuer.

Based on the Company’s consideration of the totality of the facts
and circumstances of the transaction and each of the factors enumerated in Interpretation 612.09, the Company believes that the shares
of Common Stock that the Company is proposing to register for resale by Selling Stockholders (the “Shares”) are eligible for
registration on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor 1: How long the Selling Stockholders have held the securities.

The Registration Statement covers the resale of 11,000,000 shares of
the Company’s Common Stock consisting of:

 ● up to 7,700,758 shares of Common Stock issuable upon the conversion
of issued debentures (the “First Closing Debentures”);

 ● up to 1,299,242 shares of Common Stock issuable upon exercise of issued
warrants (the “First Closing Warrants”);

 ● 925,000 shares of Common Stock (the “Arena Global Shares”)
issued to Arena Business Solutions Global SPC II, LTD (“Arena Global”) as a commitment fee pursuant to the equity line
purchase sgreement dated August 12, 2024 (the “ELOC Agreement”); and

 ● up to 1,075,000 shares of Common Stock issuable pursuant to
a warrant (the “Arena Global Warrant”) issued to Arena Global as a commitment fee pursuant to the ELOC Agreement (the “Arena
Warrant Shares” and together with the Arena Global Shares, the “Initial Commitment Fee Shares”).

(the First Closing Debentures, the First Closing Warrants, the Arena
Global Shares and the Arena Global Warrant being referred to collectively as the “Securities”).

As noted above a significant portion of the Shares will be issuable
upon conversion of the First Closing Debentures and to a lesser extent a portion of the Shares will be issuable upon exercise of the First
Closing Warrants and the Arena Global Warrant. Only a small portion of the Shares are Initial Commitment Fee Shares that are actually
outstanding shares at this time. Before the Shares issuable upon conversion of the First Closing Debentures or exercise of the First Closing
Warrants or Arena Global Warrant can be sold, the convertible Securities must be converted or exercised, therefore requiring the holder
to hold such securities for an additional period of time beyond the date of this letter.

In addition, no Selling Stockholder can currently sell the Shares as
they are required to be held for 6 months unless they are registered. The Arena Global Shares and the Arena Global Warrant were issued
to one of the Selling Stockholders pursuant to the terms of the ELOC Purchase Agreement entered into over five weeks ago at the same time
when the First Closing Debentures and First Closing Warrants were issued. All of the First Closing Debentures and First Closing Warrants
were issued to certain of the Selling Stockholders pursuant to the terms of a securities purchase agreement (the “SPA”) in
a private placement that closed on August 12, 2024 (the “August 2024 Private Placement”). The Selling Stockholders were irrevocably
bound to their obligations to acquire the securities on August 12, 2024. The issuances were made in a bona fide private placement exempt
from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Selling Stockholders have been
subject to the full economic and market risks of their entire investment since the date of the execution of the ELOC Purchase Agreement
and the SPA. The Selling Stockholders acquired the securities with no assurance as to when a registration statement registering the Shares
would be declared effective and with no assurance that a liquid market would be available in which the Shares could be sold when the Shares
became eligible for resale.

    2

Each of the Selling Stockholders that were parties to the SPA and ELOC
Purchase Agreement made representations that they were acquiring the securities for their own account and not with a view to or for distributing
or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law and that they
had no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities.

The discussion above supports the conclusion that the offering pursuant
to the Registration Statement is a valid secondary offering.

Factor 2: The circumstances under which Selling Stockholders received
the securities.

The First Closing Debentures and First Closing Warrants were
issued to certain of the Selling Stockholders in the August 2024 Private Placement, an arm’s-length private placement
transaction, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder. The August 2024 Private Placement was conducted pursuant to the SPA. The Selling Stockholder that received the Arena
Global Shares and the Arena Global Warrants was issued those securities pursuant to the terms of the ELOC Purchase Agreement. The
Selling Stockholders were introduced to the Company by, solicited to make an investment with the Company by, and worked with Maxim
Group, LLC (“Maxim”), a registered broker-dealer and member firm of the Financial Industry Regulatory Authority, Inc.
(“FINRA”), acting on behalf of the Company.

In the SPA and ELOC Purchase
Agreement, the Selling Stockholders made certain representations to the Company, including that (i) each
was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated thereunder; (ii) each was acquiring the
securities and the Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered
or exempted under the Securities Act; and (iii) the Selling Stockholders had sought such accounting, legal and tax advice as it had considered
necessary to make an informed investment decision with respect to its acquisition of the securities. The Company is neither aware of any
evidence that would indicate that these representations were false nor aware of any evidence that any Selling Stockholder has any plan
to act in concert with a third party to effect a distribution of the Shares. Moreover, pursuant to the SPA and ELOC Purchase Agreement,
the Selling Stockholders agreed that the securities may only be disposed of in compliance with state and federal securities laws.

Pursuant to the SPA, the Company was required to enter into the Registration
Rights Agreement, dated as of August 12, 2024, between the Company and certain Selling Stockholders
(the “Registration Rights Agreement”). In addition, the ELOC Purchase Agreement had provisions requiring the registration
for resale of the shares to be issued pursuant thereto, including the Initial Commitment Fee Shares. The registration obligations under
the Registration Rights Agreement require that the Company file a registration statement registering the resale of the Shares issuable
under the First Closing Debentures and the First Closing Warrants within 30 days of the August 12, 2024 closing date. Similarly, the ELOC
Purchase Agreement, requires the Company to as soon as practicable, file a registration statement registering the resale of the Initial
Commitment Fee Shares. The Registration Statement is being filed by the Company to comply with its obligations under the Registration
Rights Agreement and the ELOC Purchase Agreement. The Company did not enter into the Registration Rights Agreement or the ELOC Purchase
Agreement for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions or fees to any
Selling Stockholder and will not receive proceeds from the resale of the Shares by the Selling Stockholders.

In addition, the Company is not aware of any evidence that would indicate
that a distribution would occur if the Registration Statement is declared effective. Under the SEC’s rules, a “distribution”
requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any evidence that
would indicate that any special selling efforts or selling methods (such as road shows or other actions to condition the market for the
Company’s Common Stock) by or on behalf of the Selling Stockholders has occurred or will occur if the Registration Statement is
declared effective.

    3

Further, no Selling Stockholder is acting on the Company’s behalf
with respect to the registration of the Shares for resale under the Registration Statement and, other than the Selling Stockholder’s
registration rights, the Company has no contractual or other relationship with any Selling Stockholder that would govern either (a) the
timing, nature, and amount of resales of the Shares; or (b) whether the Shares are ever resold under the Registration Statement. The existence
of registration rights is not, in and of themselves, evidence of an intent on the part of the Selling Stockholders to sell its Shares,
much less to sell or distribute the securities on behalf of the Company. The Company also notes that there are many reasons, other than
to effect an immediate resale, why investors may prefer securities to be registered, which may include that an issuer’s decision
to not register its Shares may limit the market value of investors’ Shares due to their restricted status and prevent investors
from taking advantage of market opportunities or from liquidating their investments if, for example, the investors’ convictions
in their original investment decision had waned.

Therefore, the circumstances under which the Selling Stockholders received
or will receive the Shares support the conclusion that the offering pursuant to the Registration Statement is a valid secondary offering.

Factor 3: Selling Stockholder’s relationship with the Company.

Prior to entering into the SPA and the ELOC Purchase Agreement, the
Company did not have any relationship with the Selling Stockholders. The Selling Stockholders were not provided with any control over
the Company’s business pursuant to the SPA or the ELOC Purchase Agreement. No Selling Stockholder has a seat on the Board or even
an observer right. Neither agreement provides that the Selling Stockholders are acting as a financial advisor or fiduciary of the Company.
In addition, pursuant to the terms of the First Closing Debentures, the First Closing Warrants and the Arena Global Warrant, the Selling
Stockholders do not have the right to convert any portion of the First Closing Debentures, the First Closing Warrants and the Arena Global
Warrant, to the extent that, after giving effect to such conversion or exercise, the Selling Stockholders (together with certain related
parties) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion
(the “Beneficial Ownership Limitation”). This Beneficial Ownership Limitation limits the influence that the Selling Stockholders
can have over the management and policies of the Company.

As noted above, the Selling Stockholders are not acting on the Company’s
behalf with respect to the registration of the Shares for resale under the Registration Statement and, other than the registration rights,
the Company has no contractual or other relationship with the Selling Stockholders that would govern either (a) the timing, nature, and
amount of resales of the Shares being registered for r

September 12, 2024
David Villarreal
Chief Executive Officer
Safe & Green Development Corp
100 Biscayne Blvd., Suite 1201
Miami, FL 33132
Re:Safe & Green Development Corp
Registration Statement on Form S-1
Filed August 30, 2024
File No. 333-281889
Dear David Villarreal:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed August 30, 2024
General
1.Given the nature of the offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates and the short time period your selling
stockholders have held the shares, it appears that the transaction may be an indirect
primary offering on behalf of the registrant. Please provide us with a detailed legal
analysis of your basis for determining that it is appropriate to characterize the transaction
as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please
see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.
2.Please file Exhibit 10.67, Amendment to Purchase Agreement, dated August 30, 2024.
            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.

September 12, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Melissa Palat Murawsky

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June 11, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald E. Alper

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    File No: 333-279914

Dear Mr. Alper:

Safe and Green Development Corporation
(the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1
(File No. 333-279914), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Thursday, June 13, 2024, at 4:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Melissa Palat Murawsky
at (215) 569-5732 or Leslie Marlow at (212) 885-5358 with any questions you may have concerning this request, and please notify either
of them when this request for acceleration has been granted.

    Very truly yours,

    SAFE AND GREEN DEVELOPMENT CORPORATION

    By:
    /s/ Nicolai Brune

    Name:
    Nicolai Brune

    Title:
    Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

Melissa Palat Murawsky, Blank Rome LLP

United States securities and exchange commission logo
June 7, 2024
David Villarreal
Chief Executive Officer
Safe & Green Development Corporation
100 Biscayne Blvd., #1201
Miami, FL 33132
Re:Safe & Green Development Corporation
Registration Statement on Form S-1
Filed June 3, 2024
File No. 333-279914
Dear David Villarreal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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:       Melissa Palat Murawsky

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April 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald E. Alper

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    File No: 333-278565

Dear Mr. Alper:

Safe and Green Development Corporation
(the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1
(File No. 333-278565), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Thursday, April 18, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Melissa Palat Murawsky
at (215) 569-5732 or Leslie Marlow at (212) 885-5358 with any questions you may have concerning this request, and please notify either
of them when this request for acceleration has been granted.

    Very truly yours,

    SAFE AND GREEN DEVELOPMENT CORPORATION

    By:
    /s/ Nicolai Brune

    Name:
    Nicolai Brune

    Title:
    Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

Melissa Palat Murawsky, Blank Rome LLP

United States securities and exchange commission logo
April 16, 2024
David Villarreal
Chief Executive Officer
Safe & Green Development Corp
990 Biscayne Blvd., #501, Office 12
Miami, FL 33132
Re:Safe & Green Development Corp
Registration Statement on Form S-1
Filed April 9, 2024
File No. 333-278565
Dear David Villarreal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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:       Melissa Palat Murawsky

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December 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kibum Park

    Re:
    Safe and Green Development Corporation

    Registration Statement on Form S-1

    File No: 333-276149

Dear Mr. Park:

Safe and Green Development Corporation
(the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1
(File No. 333-276149), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Wednesday, December 27, 2023, at 4:30 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Leslie Marlow at (212) 885-5358
or Melissa Palat Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please notify either of them
when this request for acceleration has been granted.

    Very truly yours,

    SAFE AND GREEN DEVELOPMENT CORPORATION

    By:
    /s/ Nicolai Brune

    Name:
    Nicolai Brune

    Title:
    Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

Melissa Palat Murawsky, Blank Rome LLP

United States securities and exchange commission logo
December 22, 2023
David Villarreal
Chief Executive Officer
Safe & Green Development Corp
990 Biscayne Blvd., #501, Office 12
Miami, FL 33132
Re:Safe & Green Development Corp
Registration Statement on Form S-1
Filed December 19, 2023
File No. 333-276149
Dear David Villarreal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Kibum Park at 202-551-6836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Leslie Marlow, Esq.

CORRESP
1
filename1.htm

[Letterhead of Safe and Green Development Corporation]

September 14, 2023

VIA EDGAR

Stacie Gorman

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Safe and Green Development Corporation

Registration Statement on Form 10-12B

File No. 001-41581

Dear Ms. Gorman:

Reference is made to the Registration Statement on Form 10 (File No. 001-41581)
(as amended to date, the Registration Statement), filed by Safe and Green Development Corp (the “Company”) with the Securities
and Exchange Commission.

The Company hereby requests that the effective date for the Registration
Statement be accelerated to 3:00 p.m., Eastern time, on September 18, 2023, or as soon as practicable thereafter, pursuant to Section
12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

It would be appreciated
if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel, Leslie Marlow
of Blank Rome LLP, at (212) 885-5358, with written confirmation sent to the Company at the
address listed on the cover of the Registration Statement to follow.

    Sincerely,

    Safe and Green Development Corporation

    /s/ Nicolai Brune

    Name:

    Nicolai Brune

    Title:

    Chief Financial Officer

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
August 14, 2023
David Villarreal
Chief Executive Officer
Safe & Green Development Corp
990 Biscayne Blvd
#501, Office 12
Miami, FL 33132
Re:Safe & Green Development Corp
Amendment No. 5 to Form 10-12B
Filed August 10, 2023
File No. 001-41581
Dear David Villarreal:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
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.
            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.

 FirstName LastNameDavid Villarreal
 Comapany NameSafe & Green Development Corp
 August 14, 2023 Page 2
 FirstName LastName
David Villarreal
Safe & Green Development Corp
August 14, 2023
Page 2
            You may contact Peter McPhun at 202-551-3581 or Robert Telewicz at 202-551-3438 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.

CORRESP
1
filename1.htm

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

Blankrome.com

    Phone:

    (212) 885-5358

    Mobile:
    (516) 457-4238

    Fax:
    (917) 332-3824

    Email:
    Leslie.Marlow@Blankrome.com

June 29, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick McPhun

 Re: Safe and Green Development Corp

Amendment No. 3 to Form 10-12B

Filed May 17, 2023

File
No. 001-41581

Dear Mr. McPhun:

On behalf of our client, Safe
and Green Development Corporation (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
May 30, 2023 (the “Comment Letter”), relating to the above-referenced Amendment No. 3 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. 4”).

Set forth below in bold are
comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the
Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s
response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement
No. 4 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement.

United States Securities

and Exchange Commission

June 29, 2023

Page 2

Amendment No. 3 to Form 10-12B

General

1. Please update your financial information consistent with the guidance outlined within Rule 8-08 of Regulation
S-X.

Response: We have
added financial information for the fiscal quarter ended March 31, 2023.

* * *

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

 cc: David Villarreal

CEO, Safe and Green Development Corporation

United States securities and exchange commission logo
May 30, 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
Amendment No. 3 to Form 10-12B
Filed May 17, 2023
File No. 001-41581
Dear Paul Galvin:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
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
comment, we may have additional comments.
Amendment No. 3 to Form 10 filed May 17, 2023
General
1.Please update your financial information consistent with the guidance outlined within
Rule 8-08 of Regulation S-X.

            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.

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 May 30, 2023 Page 2
 FirstName LastName
Paul Galvin
Safe & Green Development Corp
May 30, 2023
Page 2
            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.

CORRESP
1
filename1.htm

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

Blankrome.com

    Phone:
    (212) 885-5358

    Mobile:
    (516) 457-4238

    Fax:
    (917) 332-3824

    Email:
    Leslie.Marlow@Blankrome.com

May 16, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick McPhun

 Re: Safe and Green Development Corp

Amendment No. 2 to Form 10-12B

Filed May 1, 2023

File No. 001-41581

Dear Mr. McPhun:

On behalf of our client, Safe
and Green Development Corporation (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
May 15, 2023 (the “Comment Letter”), relating to the above-referenced Amendment No. 2 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. 3”).

Set forth below in bold are
comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the
Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s
response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement
No. 3 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement.

United States Securities

and Exchange Commission

May 16, 2023

Page 2

Amendment No. 2 to Form 10-12B Risk
Factors, page 13

 1. We reissue comment 1. We note that you have made minority interests
in two LLCs and that you may make other minority investments. Therefore, please provide risk factor disclosure regarding the risk that
you may be required to comply with the registration requirements of the Investment Company Act of 1940, or provide a detailed analysis
as to why you believe this is not a material risk to the company.

Response: We have added
risk factor disclosure regarding the risk that we may be required to comply with the registration requirements of the Investment Company
Act of 1940.

Business, page 44

 2. We note your response to comment 4 and reissue. Please provide
clear and specific disclosure of any conflicts of interest that may exist after the distribution based upon the numerous arrangements
and/or agreements between the parties. We note that a company through which you own a 10% non-dilutable interest is obligated to hire
SG Echo, so long as they are offering their services at a price that is within 5% of all arm's length bona fide bids. We note that this
obligation could relate to this entity paying a higher price than you could obtain from an unrelated third party. Please add risk factor
disclosure to address the risks associated with conflicts of interest.

Response: We have added disclosure in the
Business section regarding the conflicts of interest that may exist after the distribution based upon the numerous arrangements and/or
agreements between the parties and added risk factor disclosure associated with the conflicts of interest.

 3. We note your response to comment 5. We note your disclosure
regarding anticipated development of a factory. Please disclose the anticipated cost to you to develop the factory and clarify how you
plan to fund this endeavor.

Response: We have added
disclosure regarding the anticipated cost to develop the factory and our plan to fund the project.

* * *

United States Securities

and Exchange Commission

May 16, 2023

Page 3

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

 cc: David Villarreal

CEO, Safe and Green Development Corporation

United States securities and exchange commission logo
May 15, 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
Amendment No. 2 to Form 10-12B
Filed May 1, 2023
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.
Amendment No. 2 to Form 10-12B
Risk Factors, page 13
1.We reissue comment 1.  We note that you have made minority interests in two LLCs and
that you may make other minority investments.  Therefore, please provide risk factor
disclosure regarding the risk that you may be required to comply with the registration
requirements of the Investment Company Act of 1940, or provide a detailed analysis as to
why you believe this is not a material risk to the company.
Business, page 44
2.We note your response to comment 4 and reissue.  Please provide clear and specific
disclosure of any conflicts of interest that may exist after the distribution based upon the
numerous arrangements and/or agreements between the parties.  We note that a company

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 May 15, 2023 Page 2
 FirstName LastName
Paul Galvin
Safe & Green Development Corp
May 15, 2023
Page 2
through which you own a 10% non-dilutable interest is obligated to hire SG Echo, so long
as they are offering their services at a price that is within 5% of all arm's length bona fide
bids.  We note that this obligation could relate to this entity paying a higher price than you
could obtain from an unrelated third party.  Please add risk factor disclosure to address the
risks associated with conflicts of interest.
3.We note your response to comment 5.  We note your disclosure regarding anticipated
development of a factory.  Please disclose the anticipated cost to you to develop the
factory and clarify how you plan to fund this endeavor.
            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.

CORRESP
1
filename1.htm

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

Blankrome.com

    Phone:
    (212) 885-5358

    Mobile:
    (516) 457-4238

    Fax:
    (917) 332-3824

    Email:
    Leslie.Marlow@Blankrome.com

May 1, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick McPhun

 Re: Safe and Green Development Corp

Amendment No. 1 to Form 10-12B

Filed February 6, 2022

File No. 001-41581

Dear Mr. McPhun:

On behalf of our client, Safe
and Green Development Corporation (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
February 24, 2023 (the “Comment Letter”), relating to the above-referenced Amendment No. 1 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. 2”).

Set forth below in bold are
comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the
Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s
response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement
No. 2 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement.

United States Securities and Exchange Commission

May 1, 2023

Page 2

Amendment No. 1 to Form 10-12B
Risk Factors, page 13

 1. We note that your property development includes indirect investments
in properties where you may invest in minority stakes. Please tell us what consideration you have given to including a risk factor regarding
compliance with the registration requirements of the Investment Company Act of 1940.

Response: We respectfully
submit that the Company is not investment company for purposes of the Investment Company Act of 1940. The Company is an operating company
and will provide development and/or other services to the properties in which it invests indirectly. We believe the Company is not engaged
primarily, nor proposing to engage primarily, in the business of investing, reinvesting, or trading in securities. In addition, the Company
is not engaged, nor proposing to engage, in the business of issuing face-amount certificates of the installment type, or has been engaged
in such business and has any such certificate outstanding; nor engaged or proposes to engage in the business of investing, reinvesting,
owning, holding, or trading in securities, and does not owns or proposes to acquire investment securities having a value exceeding 40%
of the value of the Company’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

Agreements with SG Holdings, page 32

 2. We reissue comment 3. Please revise this section to clearly
disclose the material terms of each agreement. For example, we note the discussion of the tax matters agreement is a discussion of the
“general terms,” and the shared services agreement discussion is very general in terms of the services to be provided and the
fees associated with these services. Please also provide an estimate of the expected fees associated with these services.

Response: We have
added disclosure regarding the material terms of each agreement and provided an estimate of the expected fees associated with these services
to be provided.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources, page 41

 3. We note your response to comment 5 and reissue in part. Please
discuss the material terms of the secured note on the St. Mary’s industrial site and the extension of the note on the Largo Vista
property.

Response: We have
added disclosure regarding the material terms of the secured note on the St. Mary’s industrial site and the extension of the note
on the Largo Vista property.

United States Securities and Exchange Commission

May 1, 2023

Page 3

Business, page 44

 4. We note your response to comment 6 of our letter and reissue
in part. Please 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. For example, please highlight your reliance upon affiliated parties. Additionally, we note that
you are obligated to hire SG Echo, so long as they are offering their services at a price that is within 5%. Please add risk factor disclosure
to address this risks associated with this obligation.

Response:
We have added disclosure regarding our reliance on SG Echo and as to conflicts of interest based upon the numerous arrangements and/or
agreements between the parties that may exist after the distribution. Please note that the obligation to hire SG Echo so long as they
are offering their services at a price that is within 5% is an obligation of JDI-Cumberland Inlet, LLC under its Building Services Agreement
with SG Echo. We respectfully submit it is not a material risk to the Company.

 5. We note your response to comments 8 and 9. In response to our
comments, your revised your disclosure to remove references to the backlog experienced by SG Holdings. Please clarify why you removed
this disclosure, given the most recent periodic report of Safe & Green Holdings reflects a backlog. Please expand upon your plans
regarding the intent to build additional manufacturing facilities and clarify 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.

Response: We removed
the disclosure that SG Holdings has a backlog of 4,000 units because the disclosure was incorrect. The 4,000 units represents our pipeline
of projects and is separate and apart from the backlog reported by SG Holdings in its periodic filings. We have added disclosure here
and in MD&A regarding SG Holdings’ backlog and the impact lack of availability of the modular units due to SG Holdings’ backlog
could have upon the Company’s business and the associated risks.

 6. We reissue comment 13. Please disclose the material terms of
the fabrication agreement with SG Echo. Please also discuss this agreement in the certain relationships and related transactions section.

Response: We have
added disclosure regarding the material terms of the of the fabrication agreement with SG Echo and discussed the agreement in the certain
relationships and related transactions section.

* * *

United States Securities and Exchange Commission

May 1, 2023

Page 4

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

 cc: David Villarreal

CEO, Safe and Green Development Corporation

United States securities and exchange commission logo
February 24, 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
Amendment No. 1 to Form 10-12B
Filed February 6, 2023
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.
Amendment No. 1 to Form 10-12B
Risk Factors, page 13
1.We note that your property development includes indirect investments in properties where
you may invest in minority stakes.  Please tell us what consideration you have given to
including a risk factor regarding compliance with the registration requirements of the
Investment Company Act of 1940.

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 February 24, 2023 Page 2
 FirstName LastName
Paul Galvin
Safe & Green Development Corp
February 24, 2023
Page 2
Agreements with SG Holdings, page 32
2.We reissue comment 3.  Please revise this section to clearly disclose the material terms of
each agreement.  For example, we note the discussion of the tax matters agreement is a
discussion of the "general terms," and the shared services agreement discussion is very
general in terms of the services to be provided and the fees associated with these services.
Please also provide an estimate of the expected fees associated with these services.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 41
3.We note your response to comment 5 and reissue in part.  Please discuss the material
terms of the secured note on the St. Mary’s industrial site and the extension of the note on
the Largo Vista property.
Business, page 44
4.We note your response to comment 6 of our letter and reissue in part.  Please 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.  For example, please
highlight your reliance upon affiliated parties. Additionally, we note that you are obligated
to hire SG Echo, so long as they are offering their services at a price that is within 5%.
Please add risk factor disclosure to address this risks associated with this obligation.
5.We note your response to comments 8 and 9.  In response to our comments, your revised
your disclosure to remove references to the backlog experienced by SG Holdings.  Please
clarify why you removed this disclosure, given the most recent periodic report of Safe
& Green Holdings reflects a backlog.  Please expand upon your plans regarding the intent
to build additional manufacturing facilities and clarify 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.
6.We reissue comment 13.  Please disclose the material terms of the fabrication agreement
with SG Echo.  Please also discuss this agreement in the certain relationships and related
transactions section.

 FirstName LastNamePaul Galvin
 Comapany NameSafe & Green Development Corp
 February 24, 2023 Page 3
 FirstName LastName
Paul Galvin
Safe & Green Development Corp
February 24, 2023
Page 3
            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.

CORRESP
1
filename1.htm

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

February 6, 2023

VIA EDGAR

United States Securities

    and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick McPhun

 Re: Safe & Green Development Corp

Form 10-12B

Filed December 23, 2022

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 January 18, 2023 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form 10-SB (the “Registration Statement”).
We are concurrently submitting via EDGAR a revised draft of the Registration Statement (“Revised Registration Statement No. 1”).

Set forth below in bold are
comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the
Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s
response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement
No. 2 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement.

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.

United States Securities

    and Exchange Commission

February 6, 2023

Page 2

Response: We have deleted all references to Private
Securities Litigation Reform Act from the filing.

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.

Response: We have provided additional disclosure regarding
the lack of revenues and net losses to date.

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.

Response: We have revised the section to disclose
the material terms of each agreement.

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.

Response: We have expanded the discussion of operations
to discuss the lack of revenues to date and add other material events and uncertainties relating to the Company’s operations.

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.

Response: We have updated the disclosure regarding
the Largo Vista property, the secured note on St. Mary’s industrial site and 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.

Response: We have provided further detail regarding
the Company’s corporate structure including an organizational diagram before and after the spin-off. We have also revised the section
to further differentiate the services that will be provided by SG Holdings, SG Echo, SG Development company and by joint ventures. We
have also provided disclosure of any conflicts of interest that exist after the distribution based upon the numerous arrangements and/or
agreements between the parties.

United States Securities

    and Exchange Commission

February 6, 2023

Page 3

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.

Response: We have revised the section to provide disclosure
of the business operations that have occurred to date as well as the Company’s plan of operations going forward and anticipated
costs associated with the planned operations and the estimated timing of same.

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.” 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.

Response: We have revised the disclosure to
remove the references to the 4,000 units .

Current Projects/ Development Sites, page 45

9. 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.

Response: We have expanded disclosure to clarify anticipated
costs associated with development of the sites and clarified each entity’s role in connection with each site. We have also provided
disclosure about the types of projects the Company plans to seek going forward and how the Company will determine the projects to pursue.

10. 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.

Response: We have revised the disclosure to clarify
that the proceeds of the sale will be used for other development projects.

11. 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.

Response: We have disclosed material terms of each
arrangement where the Company holds a membership interest and filed the agreements as exhibits.

United States Securities

    and Exchange Commission

February 6, 2023

Page 4

12. 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.

Response: We have disclosed the material terms of the
fabrication agreement with SG Echo and filed the agreement an as exhibit. We have also discussed the agreement in the certain relationships
and related transactions section.

Employees, page 46

13. 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.

Response: We have provided clarification on how long
the Company anticipates it will take the Company to operate independently.

Management, page 49

14. 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.

Response: We have updated and provided all of the disclosure
required by Item 401 of Regulation S-K including each of the entities that each individual has been associated within the past five years,
their position at each entity and dates started working and ceased working at each entity

Certain Relationships and Related Transactions, page 55

15. Provide clear disclosure of the related party agreements, including the tax matters agreement, the shared
services agreement and the employee matters agreement.

Response: We have added disclosure of the related
party agreements.

* * *

United States Securities

    and Exchange Commission

February 6, 2023

Page 5

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

 cc: Paul Galvin

CEO, Safe & Green Development Corp.

United States securities and exchange commission logo
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.