8-K/A: Current report
Published on August 12, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Explanatory Note
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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