[8-K/A] Safe and Green Development Corporation Amends Material Event Report

Rhea-AI Filing Summary

Safe and Green Development Corporation amended its prior current report to provide financial statements and pro forma financial information related to its acquisition of Resource Group US Holdings LLC. Resource Group continues as the surviving company and is now a wholly owned subsidiary of Safe and Green. The amendment adds audited financial statements of Resource Group for the years ended 2024 and 2023 (Exhibit 99.3), unaudited pro forma combined balance sheet and statements reflecting the acquisition (Exhibit 99.4), and other exhibits including an amendment to bylaws, a Certificate of Designations for Series A Convertible Preferred Stock, promissory notes, and a press release. These filings supply the accounting detail investors need to assess the transaction's effect on the combined company.

Positive

• Acquisition consummated: Resource Group US Holdings LLC now serves as a wholly owned subsidiary of Safe and Green.
• Audited financials provided: Exhibit 99.3 includes audited balance sheets and related statements for Resource Group for the two most recent years.
• Pro forma information furnished: Exhibit 99.4 includes unaudited pro forma combined balance sheet and statements to show the acquisition's effect.
• Supplemental exhibits filed: Includes amendment to bylaws, Certificate of Designations for Series A Convertible Preferred Stock, promissory notes, and a press release, enhancing disclosure.

Negative

• None.

Insights

M&A Specialist

Acquisition closed; amendment supplies audited and pro forma financials for investor assessment.

The filing confirms the definitive purchase agreement was consummated and that Resource Group now operates as a wholly owned subsidiary. By furnishing audited historical financial statements for Resource Group and unaudited pro forma combined financial information, the company enables stakeholders to evaluate the transaction's accounting impact on the balance sheet and results of operations. The inclusion of transactional exhibits—an amendment to the purchase agreement, promissory notes and a Certificate of Designations—provides transparency into the deal structure and related financing or equity instruments.

Financial Analyst

Provides material financial transparency: audited target statements plus pro forma combined results and interim statements.

The amendment supplements the original report by adding audited Resource Group statements (two years) and unaudited pro forma combined statements and balance sheets, which are essential for modeling the combined company's historical performance and capital structure. The filing also furnishes unaudited interim financials for the target and multiple exhibits that may affect capitalization, including a Certificate of Designations for Series A Convertible Preferred Stock and promissory notes. Together these items are impactful for financial due diligence and valuation adjustments.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2025

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41581		87-1375590
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

100 Biscayne Blvd, #1201

Miami, FL 33132

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 646-240-4235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001‌		SGD		The Nasdaq Stock Market LLC‌

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Explanatory Note

On February 25, 2025, Safe and Green Development Corporation (the “Company” or “SGD”) entered into a definitive Membership Interest Purchase Agreement (the “Purchase Agreement”) with Resource Group US Holdings LLC (“Resource Group”), a Florida limited liability company, and its equityholders. On June 2, 2025, pursuant to an amendment to the Purchase Agreement (the “Amendment”), the Company consummated the acquisition of all of the issued and outstanding membership interests of Resource Group, with Resource Group continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the “Acquisition”).

On June 4, 2025, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) to report the consummation of the Acquisition. Among other things, this Amendment No. 1 to the Original Form 8-K amends and supplements Item 9.01 of the Original Form 8-K to provide the financial statements and pro forma financial information required under Items 9.01(a) and (b) of Form 8-K, which were excluded from the Original Form 8-K in reliance on the instructions to such items.

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Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

(i) The audited balance sheets of Resource Group US Holdings LLC as of December 31, 2024 and 2023, and the related statements of operations, changes in member’s deficit, and cash flows for the years then ended, are included as Exhibit 99.3 to this Report and are incorporated by reference herein.

(b) Pro Forma Financial Information

(i) The unaudited pro forma combined balance sheet of Safe and Green Development Corporation as of March 31, 2025, December 31, 2024 and December 2023, and the unaudited pro forma combined statements of operations for the three months ended March 31, 2025 and 2024 and the years ended December 31, 2024 and 2023, giving effect to the Acquisition as if it had occurred on January 1, 2023, are included as Exhibit 99.4 to this Report and are incorporated by reference herein.

(c) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Exhibit Description
3.1+		Amendment No. 1 to the Amended and Restated Bylaws
4.1+		Certificate of Designations of Series A Convertible Preferred Stock
10.1+		Amendment to Membership Interest Purchase Agreement
10.2+		Form of Promissory Note
10.3+		Note issued to James Burnham
99.1++		Press Release dated June 3, 2025
99.2+		Pro Forma Balance Sheet
99.3		Audited Financial Statements of Resource Group US Holdings LLC for the years ended December 31, 2024 and 2023
99.4		Unaudited Pro Forma Combined Financial Information of Safe and Green Development Corporation
99.5		Unaudited Financial Statements of Resource Group US Holdings LLC for the three months ended March 31, 2025 and March 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+	Previously filed
++	Previously furnished

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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 AND GREEN DEVELOPMENT CORPORATION
Dated: August 12, 2025	By:	/s/ Nicolai Brune
		Name:	Nicolai Brune
		Title:	Chief Financial Officer

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FAQ

What did Safe and Green (SGD) acquire?

All issued and outstanding membership interests of Resource Group US Holdings LLC, with Resource Group continuing as the surviving company and becoming a wholly owned subsidiary.

Does the amendment include audited financial statements for the acquired company?

Yes. Audited balance sheets and related statements of Resource Group for the years ended 2024 and 2023 are filed as Exhibit 99.3.

Is pro forma financial information provided to show the combined results?

Yes. Unaudited pro forma combined balance sheet and statements giving effect to the Acquisition are included as Exhibit 99.4.

Are there interim or quarterly financials for the acquired business?

Yes. Unaudited financial statements of Resource Group for the three months ended March 31, 2025 and March 31, 2024 are included as Exhibit 99.5.

What other material exhibits were filed with the amendment?

Exhibits include Amendment No. 1 to the bylaws (3.1), Certificate of Designations for Series A Convertible Preferred Stock (4.1), amendments and notes related to the Purchase Agreement (10.1, 10.2, 10.3), a press release (99.1), and the cover page interactive data file (104).