Via EDGAR Submission and Federal Express

April 13, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Craig Slivka

100 F. Street, N.E.

Washington, D.C. 20549

Dear Mr. Slivka:

SG Blocks, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (as amended, the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated March 28, 2017, from the Staff of the Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s responses the section or appropriate page number(s) of the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the meanings assigned to them in the Registration Statement.

Summary Consolidated Financial and Other Data, page 5

Balance Sheet Data, page 6

Response: In response to the Staff’s comment, the Company respectfully advises the Commission that the cash and cash equivalents amount for each period presented includes a certificate of deposit (“CD”) held in a large national bank. This CD matured in November 2016 and, in February 2017, was renewed for another 16 months. The CD originally acted as security for a letter of credit issued to the Company’s payroll and staffing provider. That letter of credit expired in November 2016. Upon further consideration and in light of our discussion with the Staff, we have added short-term investments to the description of cash and cash equivalents.

David.Watson@ThompsonHine.com Phone (216) 566-5598 Fax (216) 566-5800

April 13, 2017
Page 2

Response: The Company has revised the total long-term debt line item as requested.

Risk Factors, page 7

The Company’s ability to continue as a going concern…, page 9

Response: The Company has expanded this risk factor to address the going concern opinion issued by the Company’s independent registered public accounting firm for the year ended December 31, 2016 as requested.

Capitalization, page 27

Response: In response to the Staff’s comment, the Company has corrected the total capitalization amount on page 28 to $8,458,749.

Description of Business, page 30

Environmentally Responsible Building, page 31

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 32 to include a more detailed description of how the SG Blocks^TM system contributes towards LEED certification for completed projects.

April 13, 2017

Page 3

Management’s Discussion and Analysis of Financial Condition and Results . . ., page 35

Results of Operations, page 36

Response: The Company has revised its discussion in the MD&A to separately address the historical results of the predecessor and successor entities with respect to all amounts below the revenue line.

Response: In response to the Staff’s comment, the Company has provided a description on page 39 with respect to the significant components included in the reorganization line item for the six months ended December 31, 2016 and the six months ended June 30, 2016.

Critical Accounting Policies and New Accounting Pronouncements, page 38

Critical Accounting Policies, page 38

Revenue Recognition, page 39

Response: The Company confirms that engineering services are the only component of our revenue recognized on a percentage-of-completion basis.

Response: Approximately 90% of the Company’s revenues are attributable to block sales.

Goodwill, page 40

Response: In response to the Staff’s comment, the Company has expanded its disclosure on page 42 to include the significant assumptions we used in our goodwill impairment testing and to identify that we have one reporting unit that has goodwill.

April 13, 2017
Page 4

Changes in and Disagreements with Accountants on Accounting and Financial . . ., page 42

Response: In response to the Staff’s comment, the Company has corrected the disclosure on page 45 to remove all references to the Company’s financial statements for the year ended December 31, 2014.

Backlog, page 43

Response: As of March 10, 2017, the Company had entered into contractual commitments for architectural and engineering projects in the amount of $748,000, which projects are all currently in progress. In light of the Company’s historic practice of recognizing revenue at three distinct phases in the SG Block^TM product life cycle, the Company expects, although it cannot guarantee, future revenue of $13.4 million from the third and final phase (product sales) of these projects. As such, the $748,000 figure used by the Company represents “Backlog” as defined under GAAP. Based on the Company’s analysis of the customer projects currently in process, the Company expects $13.4 million in revenue (or pipeline) to result from the construction and delivery phase of these projects.

Upon further consideration and in light of our discussion with the Staff, we have moved all references to the Company’s pipeline into a separate section within the Description of Business section for purposes of distinguishing pipeline from Backlog. We have also updated the Backlog figure to $1,004,160 as of April 11, 2017.

Experts, page 71

Response: In response to the Staff’s comment, the Company has revised its disclosure with respect to the periods covered on page 74.

April 13, 2017

Page 5

Consolidated Financial Statements, page F-1

Note 2. Liquidity and Financial Condition, page F-8

Response: In response to the Staff’s comment, the Company has added disclosure on page 43 to directly address the disclosures required by ASC 852-10-50-7(c).

We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (216) 566-5598.