Form RW - Registration Withdrawal Request
May 08 2024 - 9:25AM
Edgar (US Regulatory)
VIA EDGAR
United States Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pearlyne Paulemon
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Re: |
Safe and Green Development Corporation |
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Registration Statement on Form S-1 (as amended) |
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Filed May 3, 2024
File No: 333-279122 |
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Dear Mr. Paulemon:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Safe and Green
Development Corporation (the “Registrant”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of the Registrant’s Registration Statement on Form S-1, File No.
333-279122, together with all amendments and exhibits thereto (the “Registration Statement”). The Registrant does not
intend to conduct the offering of the securities contemplated by the Registration Statement due to changed circumstances since the filing
of the Registration Statement. No securities of the Registrant have been or will be issued or sold under the Registration Statement.
Accordingly, the Registrant
requests an order granting the withdrawal of the Registration Statement to be issued by the Commission as soon as possible. Please provide
a copy of the order granting withdrawal of the Registration Statement to the undersigned via e-mail at nbrune@sgdevco.com, with a
copy to Leslie Marlow, Esq. of Blank Rome, the Registrant’s counsel, at leslie.marlow@blankrome.com.
The Registrant acknowledges
that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the Registrant
requests, in accordance with Rule 457(p) under the Securities Act that all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the Registrant’s account to be offset against the filing fee for any future registration
statement or registration statements.
Please
contact Leslie Marlow at (212) 885-5358 or Melisa Palat Murawsky at (215) 569-5732 with any questions you may have concerning this application
of withdrawal of the Registration Statement, and please notify either Ms. Marlow or Ms. Murawsky when this application of withdrawal has
been granted.
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Very truly yours, |
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SAFE AND GREEN DEVELOPMENT CORPORATION |
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By: |
/s/ Nicolai Brune |
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Name: |
Nicolai Brune |
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Title: |
Chief Financial Officer |
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