June 20, 2017
Via Edgar
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Pamela Long, Assistant Director |
| Craig Slivka, Staff Attorney | |
| Frank Pigott, Staff Attorney |
| Re: | SG Blocks, Inc. |
| Registration Statement on Form S-1 | |
| Filed February 6, 2017, as amended | |
| File No. 333-215922 |
Ladies and Gentlemen,
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, SG Blocks, Inc. (the “Company”) hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-215922), as amended (the “Registration Statement”), so that it may become effective on June 21, 2017 at 5:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter.
Please notify our attorney, David Watson, Esq., by phone at (216) 566-5598 of the date and time that the Registration Statement has been declared effective.
| Respectfully, | |
| /s/ Mahesh Shetty | |
| Mahesh Shetty | |
| Chief Financial Officer |
| cc: | David Watson, Esq., Thompson Hine LLP |