December 17, 2024

Mohammed Saif Zaveri
President and Director
Blackwell 3D Construction Corp.
706-12 Bayswater Bay By Omniyat
Business Bay, Dubai 00000
United Arab Emirates

       Re: Blackwell 3D Construction Corp.
           Registration Statement on Form 10
           Filed November 20, 2024
           File No. 000-54452
Dear Mohammed Saif Zaveri:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

         After reviewing your response and any amendment you may file in
response to this
letter, we may have additional comments.

Registration Statement on Form 10 filed November 20, 2024
Description of Business, page 5

1.     You state that you currently have assets that consist of solely
intellectual property,
       know-how, and previously developed and cultivated relationships that you
believe
       will facilitate your plan of operations as you move forward. Please
reconcile this
       view with the fact that you currently attach no value to your investment
in Blackwell
       Realtech 3D, LLC, and your proprietary and intellectual property assets,
given your
       full impairment of each asset down to a zero-dollar carrying value.
2.     We note that your auditors have issued a going concern opinion. Please
describe your
       plan of operation, including any specific timeline and related costs and
how you
       expect to fund such costs.
 December 17, 2024
Page 2
Financial Information, page 23

3.     Under Liquidity and Capital Resources, please describe the material
terms of your
       notes payables. Also describe the material terms of the stock agreements
related to
       your financing activities for the year ended May 31, 2024 and the three
months ended
       August 31, 2024.
Certain Relationships and Related Transactions, page 31

4.     Please disclose the information required by Item 404(d)(1) of Regulation
S-K,
       including the amount due to a related party reflected in your balance
sheet and the
       shares issued to your affiliates as disclosed on page 33.
General

5.     Your most recent financial statements reflect that you have no revenues
and $1,491 in
       total assets comprised of cash and it appears that you have nominal
operations;
       therefore, you may be considered a shell company as defined in Rule
12b-2 under the
       Exchange Act. Please disclose in the business and risk factor sections
the
       consequences of your shell company status, including the prohibition on
the use of
       Form S-8, enhanced reporting requirements, and restrictions on stock
resales
       under Rule 144.
6.     We note that you filed a Form 8-K on November 27, 2024. Please note that
the current
       and periodic reporting rules do not become applicable until your
registration statement
       becomes effective automatically 60 days after its initial filing
pursuant to Section
       12(g)(1) of the Exchange Act. Also delete the last sentence under
Explanatory Note
       on page 2 regarding effectiveness under the Securities Act.
7.     We note that the chief financial officer on your website is different
than the person
       identified in the Form 10. Please revise or advise.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at
202-551-3713 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Jessica M. Lockett