UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On August 18, 2023, the Board of Safe & Green Holdings Corp. (“SG Holdings” or the “Company”) approved the previously announced spin-off (“the Separation”) and listing on Nasdaq of Safe and Green Development Corporation, the Company’s real estate development subsidiary (“SG DevCo”).
The Separation will occur by means of a pro rata distribution (the “Distribution”) by the Company of thirty percent of the outstanding shares of SG DevCo common stock to the Company’s current stockholders. SG Holdings will retain seventy percent of SG DevCo common stock immediately following the Distribution. Each SG Holdings stockholder will receive approximately 0.94 shares of SG DevCo common stock for every five (5) shares of SG Holdings common stock held as of the close of business on August 30, 2023, the record date for the Separation. No fractional shares of SG DevCo common stock will be issued in the Distribution, and stockholders will receive cash in lieu of fractional shares. The Distribution is expected to be paid on or about September 7, 2023.
The Separation and the Distribution are subject to the satisfaction or waiver of certain conditions, as more fully described in SG DevCo’s Registration Statement on Form 10 (File No. 001-41581), as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SAFE & GREEN HOLDINGS CORP. | |||
| Dated: August 22, 2023 | By: | /s/ Paul Galvin | |
| Name: | Paul Galvin | ||
| Title: | Chairman and Chief Executive Officer | ||
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