UNITED STATES
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Item 8.01. Other Events.
On August 31, 2023 Safe & Green Holdings Corp. (“SG Holdings” or the “Company”) announced that the Company has set a new record date of September 8, 2023 for the previously announced spin-off (“the Separation”) 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 0.93 shares of SG DevCo common stock for every five (5) shares of SG Holdings common stock held as of the close of business on September 8, 2023. No fractional shares of SG DevCo common stock will be issued in the Distribution, and stockholders will receive cash in lieu of fractional shares. SG Holdings plans to set a new date to distribute (the “Distribution Date”) the shares of SG DevCo to holders of record as of the close of business on Record Date. The Company will provide further updates regarding the Distribution Date when available.
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., including the SEC having declared effective the Form 10 and Nasdaq having approved the listing of SG DevCo common stock.
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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 31, 2023 | By: | /s/ Patricia Kaelin |
Name: | Patricia Kaelin | |
Title: | Chief Financial Officer |
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