UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On September 7, 2023, Nasdaq approved the application to list the common stock of Safe and Green Development Corporation (“SG DevCo”) on the Nasdaq Stock Market under the symbol “SGD”. SG DevCo is real estate development subsidiary of Safe & Green Holdings Corp. (“SG Holdings” or the “Company”).
The previously announced spin-off of SG DevCo (the “Separation”) will occur by means of a pro rata distribution (the “Distribution”) by the Company of approximately thirty percent of the outstanding shares of SG DevCo common stock on the distribution date to the Company’s stockholders. SG Holdings will retain approximately seventy percent of SG DevCo common stock immediately following the Distribution. Each SG Holdings stockholder will receive 0.930886 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 (the “Record Date”). 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.
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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: September 8, 2023 | By: | /s/ Patricia Kaelin |
| Name: | Patricia Kaelin | |
| Title: | Chief Financial Officer | |
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