United States securities and exchange commission logo





                              September 20, 2023

       Gregory Bennett
       Chief Executive Officer
       Smith Douglas Homes Corp.
       110 Village Trail, Suite 215
       Woodstock, GA 30188

                                                        Re: Smith Douglas Homes
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed September 6,
2023
                                                            File No. 333-274379

       Dear Gregory Bennett:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed September 6, 2023

       Unaudited pro forma condensed consolidated financial information, page
74

   1.                                                   We refer you to your
note (bb) on page 83. Please clarify for us why you intend to record
                                                        a pro forma adjustment
for the reversal of non-recurring transaction costs directly related
                                                        to the Devon Street
Homes Acquisition incurred by Devon Street Homes and Smith
                                                        Douglas Holdings LLC
and included in their historical statements of income for the six
                                                        months ended June 30,
2023. Within your response, please reference Article 11 of
                                                        Regulation S-X.
   2.                                                   We note your adjustment
(dd) on page 83. Please clarify for us how you determined it is
                                                        appropriate to reflect
a pro forma adjustment for an increase in other expense associated
                                                        with accreting the fair
value of contingent consideration to the projected cash outflow as if
                                                        the acquisition of
Devon Street Homes occurred on January 1, 2022. Within your
 Gregory Bennett
FirstName LastNameGregory
Smith Douglas Homes Corp. Bennett
Comapany 20,
September NameSmith
              2023    Douglas Homes Corp.
September
Page 2    20, 2023 Page 2
FirstName LastName
         response, please reference the authoritative accounting literature
management relied upon
         with respect to its determination that it should accrete the fair
value of
         contingent consideration. In addition, please tell us how this
accounting is consistent with
         ASC 805-30-35-1.
Management's discussion and analysis of financial condition and results of
operations
Non-GAAP financial measures
Adjusted net income, page 91

3.       We note your statement that you believe adjusted net income is useful,
in part, because it
         allows management to compare your results of operations from period to
period
         without regard to certain expenses that will be pushed down by Smith
Douglas Holdings
         LLC, or other items that impact comparability of financial results
from period to period.
         Given that you currently only adjust for tax expense, we are unclear
how this description
         is an accurate representation of the usefulness of the measure. Please
advise or revise.
         Reference is made to Item 10(e) of Regulation S-K.
4.       Please clarify for us and in your filing why you have assumed 100%
public ownership for
         your calculation of the tax expense adjustment within your
reconciliation from net income
         to adjusted net income.
Exhibits

5.       We note your auditor's consent at exhibit 23.1. Please have your
auditor revise its consent
         to clearly reference the specific entity's report to which it is
providing consent.
6.       We note you have included an independent accountant's review report at
page F-53 of
         your filing. Please revise to include a letter from your independent
accountant that
         acknowledges awareness of the use of this report in this registration
statement. Reference
         is made to Item 601 of Regulation S-K.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Gregory Bennett
Smith Douglas Homes Corp.
September 20, 2023
Page 3




        You may contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at
202-551-3713
with any other questions.



                                                        Sincerely,
FirstName LastNameGregory Bennett
                                                        Division of Corporation
Finance
Comapany NameSmith Douglas Homes Corp.
                                                        Office of Real Estate &
Construction
September 20, 2023 Page 3
cc:       Benjamin J. Cohen, Esq.
FirstName LastName