| 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
|
Rule 13d-1(c)