The Schedule 13G/A shows that multiple Arena-affiliated entities report beneficial ownership of Safe and Green Development Corporation common stock totaling disclosed stakes by entity as of June 30, 2025. Arena Investors, LP and Arena Investors GP, LLC each report ownership of 254,391 shares (9.99%). Other Arena vehicles report holdings ranging from 13,539 shares (0.5%) to 87,500 shares (3.4%). The filing states the ownership counts include shares underlying derivative securities exercisable or convertible within 60 days for certain funds (detailed per fund). The percentages are calculated using the issuer’s reported outstanding share counts as of May 15, 2025, plus shares issued June 2, 2025, and the derivative shares noted.
Positive
Detailed entity-level disclosure showing exact share counts and percentage ownership for each Arena reporting person
Transparency on derivative shares included (shares exercisable/convertible within 60 days are identified for four funds)
Clear voting and dispositive power entries (sole voting and dispositive power reported for each entity)
Certification stating holdings are not for the purpose of changing or influencing control
Negative
None.
Insights
TL;DR: Arena-affiliated funds disclose a near-10% aggregate position in Safe and Green, with explicit breakdowns and derivative conversions noted.
The filing provides a clear, entity-level breakdown of beneficial ownership in Safe and Green Development Corporation by multiple Arena entities as of the June 30, 2025 reporting date. The largest reported holders, Arena Investors, LP and Arena Investors GP, LLC, each report 254,391 shares (9.99%). The statement specifies inclusion of shares underlying derivatives exercisable/convertible within 60 days for four funds, and the percentages are based on the issuer’s disclosed outstanding shares as of May 15, 2025 plus subsequent issuance on June 2, 2025. The disclosure is thorough and follows Schedule 13G structure, enabling investors to see allocation across funds and GP entities without asserting control claims.
TL;DR: Filing documents significant passive stakes across related funds with precise voting/dispositive power entries, indicating passive investor status.
The submission lists sole voting and dispositive power for each reporting person and classifies types (e.g., PN, OO, CO). Each reporting person disclaims beneficial ownership beyond the shares they directly report. The form includes a certification that the positions are not held to influence control. The itemized presentation of share counts, citizenship/place of organization, and inclusion of derivative instruments provides governance-relevant transparency for stakeholders assessing ownership concentration.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Safe and Green Development Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
78637J204
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Investors, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
254,391.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
254,391.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
254,391.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Investors GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
254,391.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
254,391.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
254,391.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Business Solutions Global SPC II, LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
87,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
87,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities (Offshore) Master, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
53,548.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
53,548.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Fund (Offshore) II GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
53,548.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
53,548.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,539.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,539.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Fund (Onshore) GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,539.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,539.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Partners II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
70,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
70,103.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
70,103.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Partners (Onshore) GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
70,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
70,103.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
70,103.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Partners III, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
29,701.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,701.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,701.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
78637J204
1
Names of Reporting Persons
Arena Special Opportunities Partners III GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
29,701.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,701.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,701.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Safe and Green Development Corporation
(b)
Address of issuer's principal executive offices:
100 Biscayne Blvd., #1201, Miami, FL 33132
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"):
(i) Arena Investors, LP (the "Investment Manager"), who serves as investment manager
to the Arena Funds (as defined below) and as subadvisor to Arena Global (as defined
below);
(ii) Arena Investors GP, LLC, who serves as the general partner of the Investment
Manager (the "IM General Partner");
(iii) Arena Business Solutions Global SPC II, LTD. ("Arena Global");
(iv) Arena Special Opportunities (Offshore) Master, LP ("ASOFM");
(v) Arena Special Opportunities Fund (Offshore) II GP, LP, who serves as the general
partner of ASOFM (the "ASOFM General Partner");
(vi) Arena Special Opportunities Fund, LP ("ASOF");
(vii) Arena Special Opportunities Fund (Onshore) GP, LLC, who serves as the general
partner of ASOF (the "ASOF General Partner");
(viii) Arena Special Opportunities Partners II, LP ("ASOPII");
(ix) Arena Special Opportunities Partners (Onshore) GP II, LLC, who serves as the
general partner of ASOPII (the "ASOPII General Partner");
(x) Arena Special Opportunities Partners III, LP ("ASOPIII"; and collectively with ASOFM,
ASOF and ASOPII, the "Arena Funds"); and
(xi) Arena Special Opportunities Partners III GP, LLC , who serves as the general partner
of ASOPIII (the "ASOPIII General Partner");
The Arena Funds and Arena Global are private investment vehicles. The Arena Funds and
Arena Global directly beneficially own the Common Stock reported in this Schedule 13G.
The Investment Manager and the IM General Partner may be deemed to beneficially own
the Common Stock directly beneficially owned by the Arena Funds and Arena Global.
The ASOFM General Partner may be deemed to beneficially own the Common Stock
directly beneficially owned by ASOFM.
The ASOF General Partner may be deemed to beneficially own the Common Stock directly
beneficially owned by ASOF.
The ASOPII General Partner may be deemed to beneficially own the Common Stock directly
beneficially owned by ASOPII.
The ASOPIII General Partner may be deemed to beneficially own the Common Stock
directly beneficially owned by ASOPIII.
Each Reporting Person disclaims beneficial ownership with respect to any Common Stock
other than the Common Stock directly beneficially owned by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is 2500 Westchester Avenue, Suite 401, Purchase, New York 10577.
(c)
Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
78637J204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on June 30, 2025, the Date of Event which requires the filing of this Schedule 13G. The shares reported include the following shares of Common Stock underlying derivative securities that can be exercised/converted within 60 days of the Date of Event: (1) ASOFM - 24,924 shares; (2) ASOF - 6,301 shares; (3) ASOPII - 32,629 shares; and (4) ASOPIII - 13,824 shares.
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 2,091,750 shares of Common Stock outstanding as of May 15, 2025 as reported by the Issuer in its Form 10-Q filed with the SEC on May 15, 2025; plus (y) 376,818 shares of Common Stock issued by the Issuer on June 2, 2025 as reported by the Issuer in its Form 8-K filed with the SEC on June 4, 2025; plus (z) the shares of Common Stock underlying the derivative securities referred to in Item 1(a).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Arena Investors, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Investors GP, LLC
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Business Solutions Global SPC II, LTD.
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities (Offshore) Master, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities Fund (Offshore) II GP, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities Fund, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities Fund (Onshore) GP, LLC
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities Partners II, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/14/2025
Arena Special Opportunities Partners (Onshore) GP II, LLC
How many shares does Arena Investors, LP report owning in SGD?
Arena Investors, LP reports beneficial ownership of 254,391 shares, representing 9.99% of the class as reported in the filing.
Do the reported holdings include shares from derivative securities?
Yes. The filing specifies inclusion of shares underlying derivative securities exercisable/convertible within 60 days for certain funds (e.g., ASOFM: 24,924 shares; ASOF: 6,301 shares; ASOPII: 32,629 shares; ASOPIII: 13,824 shares).
What basis was used to calculate the percentage ownerships in the filing?
Percentages are based on 2,091,750 shares outstanding as of May 15, 2025 plus 376,818 shares issued on June 2, 2025, together with the derivative shares noted in the filing.
Does the filing assert that Arena is seeking to influence control of Safe and Green (SGD)?
No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
Which Arena entities reported ownership in SGD and what are their largest reported stakes?
Reported entities include Arena Investors, LP and Arena Investors GP, LLC (each 254,391 shares, 9.99%), Arena Business Solutions Global SPC II, LTD. (87,500 shares, 3.4%), and several Arena Special Opportunities funds with smaller stakes.
