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: Nicholas Nalbantian

 

  Re: Safe & Green Holdings Corp.  
    Registration Statement on Form S-3  
    Filed July 24, 2023  
    File No: 333-273381  

 

Dear Mr. Nalbantian:

 

Safe & Green Holdings Corp. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-273381), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective on Monday, August 21, 2023, at 9:00 a.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 Ms. Marlow at (516) 457-4238 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 & GREEN HOLDINGS CORP.
     
  By: /s/ Patricia Kaelin
    Name:  Patricia Kaelin
    Title: Chief Financial Officer

 

cc:   Leslie Marlow, Blank Rome LLP