As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. 333-286850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Safe & Green Holdings Corp. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 5030 95-4463937 (Primary Standard Industrial Classification Code Number) 990 Biscayne Blvd., Suite 501 Miami, Florida 3313 ...

Core Viewpoint - The recent land auction in Zibo's main urban area indicates a resurgence in the local real estate market, with a notable premium transaction for a prime land parcel, reflecting increased market confidence and demand for quality land [1][5]. Group 1: Land Auction Details - Shandong Jinxiangshu Real Estate Co., Ltd. acquired a land parcel for 739.67 million yuan, covering an area of 60,734 square meters (approximately 91.1 acres) [1]. - The land parcel had a starting price of 647.17 million yuan, equating to about 710,000 yuan per acre, with a floor price of approximately 5,328 yuan per square meter [3]. - The final transaction price was about 812,000 yuan per acre, with a minimum floor price reaching approximately 6,090 yuan per square meter, resulting in a premium rate of nearly 14.3% [4]. Group 2: Market Context and Trends - The auction attracted three bidders, showcasing market recognition for the land parcel, marking the first premium transaction in Zibo's main urban area in nearly two years [5]. - The competitive bidding environment reflects a broader trend of increasing land auction activity in first- and second-tier cities across China, with significant transactions reported in cities like Wuhan and Shanghai [5][6]. - In Shandong province, recent land auctions have also seen heightened activity, with notable transactions in Jinan and Qingdao, indicating a regional recovery in the real estate market [6][7]. Group 3: Company Background - Shandong Jinxiangshu Real Estate is linked to local private enterprise Yinyi Real Estate, with shared ownership among key stakeholders [5]. - Yinyi Real Estate has been active in Zibo's real estate market, with previous projects primarily concentrated in Hantai County and recent expansions into Zibo's main urban area [7][8]. - The company reported a sales figure of 161 million yuan in the first half of the year, ranking 11th in Zibo's market [8].

Group 1 - The Guangzhou land auction market is becoming more cautious following rumors of tightened regulations, with several prime plots remaining unsold in the first half of the year [1] - In July, Guangzhou is promoting a new batch of land listings, including seven prime plots from Yuexiu, Tianhe, Liwan, and Huangpu districts, aiming to stimulate enthusiasm in the land auction market for the second half of the year [1] Group 2 - A specific plot has an area of 61,879 square meters and a planned construction area of 77,755 square meters, with a listing price of 1.137 billion yuan and a floor price of 14,268 yuan per square meter [2] - The plot is strategically located near key transportation routes and amenities, including proximity to the Guangzhou Railway Station and major highways, enhancing its attractiveness for development [5][17] Group 3 - The surrounding area of the plot boasts a well-developed living environment, with educational resources such as Guangzhou Zhujiang High School and other schools nearby, as well as commercial facilities like shopping centers [9][11] - The healthcare infrastructure includes Guangzhou Rentai Hospital, ensuring that residents have access to medical services [12] Group 4 - The Tianhe district is set to launch several residential plots, with three located in Tianhe and two in Liwan, indicating a focus on residential development in these areas [12][13] - The land supply in the surrounding areas has been limited, leading to a scarcity of new housing options, which may drive demand and prices higher [17][29]

Core Viewpoint - The real estate market in Shenyang's Shenbei New District is showing signs of recovery and growth, driven by various positive factors and a focus on quality housing standards [3][4][11]. Market Performance - Shenbei New District's real estate sales have consistently ranked among the top three in the city, with a slight increase in the average price of new residential properties since 2025, indicating a stabilization of prices [3]. - The supply-demand relationship in the district is becoming balanced, leading to a faster inventory turnover and a healthy interaction between supply and demand [3][4]. - In 2025, 16 real estate companies are planning new developments, with 8 new projects and 8 ongoing projects, injecting vitality into the market [3]. Industrial Integration - The district's industrial strength, particularly in advanced manufacturing, information technology, and biomedicine, is a significant advantage, attracting businesses and creating job opportunities [6]. - A virtuous cycle is being established through the integration of industry, talent, and housing, promoting economic growth and real estate development [6]. Quality Housing Transformation - The real estate market is entering a "product power era," with a growing emphasis on housing quality [8]. - New projects in Shenbei, such as Zhongjin Yihua and Rongxin Forest, reflect a commitment to high-quality housing, aligning with new housing standards [8]. - The government is taking measures to guide real estate companies in enhancing product quality through planning, design, and quality supervision [8]. Improvement Housing Standards - The Daoyi area is highlighted as a representative of the district's improvement housing development, featuring strong transportation links and comprehensive commercial facilities [10]. - Projects like Huizhi Shangdao and Zhongjin Yihua are recognized as benchmarks for high-quality residential offerings in the district [10]. Future Development Strategy - Shenbei New District is focusing on "industry as the foundation, quality as the soul, and ecology as the shape," aiming to create a vibrant urban environment that supports long-term development [11].

Group 1 - The real estate market is experiencing significant price declines, with properties in various regions seeing drastic reductions in value, such as a drop from 220,000 to 110,000 in a school district in Beijing [1] - In Shenzhen, high-demand properties have seen prices fall from 120,000 to 70,000, with a substantial increase in unsold inventory, reaching over 150,000 listings [3] - In smaller cities, properties purchased for 5.8 million are now struggling to sell for 3 million, with a vacancy rate of around 70% due to high inventory levels [5] Group 2 - The decline in property prices is attributed to a lack of purchasing power among younger generations, with a significant decrease in the number of school-age children leading to reduced demand for school district properties [6] - The elderly population, many of whom own multiple properties, is also facing challenges in selling their homes, leading to further price reductions in the market [6] - The government has accumulated 6 million housing units, and major developers are facing financial difficulties, with 127 companies going bankrupt in the first half of the year [8] Group 3 - There is a clear distinction in the market, where properties in first-tier cities like Beijing and Shanghai still have some liquidity despite price drops, while third and fourth-tier cities are experiencing severe stagnation [10] - The market is becoming increasingly polarized, with younger buyers opting to rent rather than purchase, and older homeowners unable to sell their properties, leading to a growing trend of "price without market" [10] - Innovative developments, such as smart communities, are performing better in sales compared to older properties lacking modern amenities, indicating a shift in buyer preferences [8]

Market Overview - The real estate market in Guangzhou is currently experiencing a downturn, with only 3,101 units signed online as of July 20, which is significantly lower than last year's 5,596 units [1][3] - The average price per square meter is 32,569 yuan, which is slightly better than the previous month but still reflects a cooling market [2][3] Market Dynamics - June saw the highest number of transactions for the year at 6,707 units, driven by projects pushing for mid-year performance [3] - July is traditionally a slow month for real estate, compounded by high temperatures and school vacations, leading to decreased buying activity [3] - The market lacks new launches aside from a few projects, contributing to the overall stagnation [3] Government Initiatives - The Guangzhou government is actively stabilizing the market by utilizing a substantial fund to acquire existing residential properties, which is expected to provide a safety net for the market [8] - The government is also focusing on releasing quality land in core urban areas, which has shown positive results in attracting buyers and generating revenue for developers [8][9] - New regulations on housing design are being implemented to improve living conditions and address issues related to property safety and privacy [9] Economic Indicators - Guangzhou is witnessing a surge in urban vitality, with significant corporate investments and the establishment of major company headquarters, which is expected to enhance the city's attractiveness [11][12] - The city has seen a consistent increase in subway ridership, indicating a growing population and economic activity [12] Future Outlook - The ongoing urban renewal projects are expected to sustain purchasing power in the market, although the long-term sustainability of this demand remains uncertain [5] - The combination of government support, urban development, and new purchasing power from residents is seen as a positive sign for the market's recovery [15]

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. 333-286850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDNMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Safe & Green Holdings Corp. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 5030 95-4463937 (I.R.S. Employer Identification Number) 990 Biscayne Blvd ...

Financial Performance - AMREP Corporation reported a net income of $12,716,000, or $2.37 per diluted share, for the fiscal year ended April 30, 2025, compared to a net income of $6,690,000, or $1.25 per diluted share, for the same period in the prior year [1] - Revenues for fiscal 2025 were $49,694,000, down from $51,369,000 in fiscal 2024 [1][5] - Basic income per share increased to $2.39 in 2025 from $1.26 in 2024, while diluted income per share rose to $2.37 from $1.25 [5] Company Overview - AMREP Corporation is a major holder of land, a leading developer of real estate, and an award-winning homebuilder located in New Mexico [3]

Financial Data and Key Metrics Changes - Total revenues increased by 6.8% year over year, reaching $67 million, primarily driven by rental income from new leases and inflationary adjustments [17] - Adjusted net operating income rose by 7.2% to €61.8 million, with an adjusted NOI margin of 94.5% [18] - Adjusted EBITDA increased by 9% year over year to €55 million, with a margin expansion of 137 basis points to 84.1% [18] - Pre-tax income decreased to $54.5 million compared to $131.8 million in 2024, mainly due to lower gains on valuation of investment properties [19] - Funds from operations (FFO), excluding current tax, increased by 12.9% year over year to $43.1 million [19] - Cash and cash equivalents stood at $65.2 million, with total debt increasing to $900 million [20] Business Line Data and Key Metrics Changes - New leasing activity totaled 1.8 million square feet, including 411,000 square feet in new contracts, reflecting a sequential increase from the first quarter [9] - Strong retention rates of 84% were reported, with rent increases of 20% to 30% in some cases [10] - The tracking 12-month spread reached 13.7%, indicating a significant increase in the mark-to-market portfolio strategy [10] Market Data and Key Metrics Changes - The portfolio ended the quarter with a stabilized occupancy of 95.5%, with rents indexed to inflation [8] - The company noted an uptick in vacancy in markets such as Tijuana and Juarez, but rents have maintained or increased in some cases [23] - The company has approximately 2 million square feet in lease-up stage across different regions [25] Company Strategy and Development Direction - The company is focused on extracting value from core operations and managing assets with discipline, emphasizing tenant retention and strategic positioning [12] - The strategy includes completing existing projects and strategically expanding the land bank in line with Route 2030 [11] - The company aims to reinforce its foundation to scale confidently when the environment normalizes, with a focus on energy infrastructure planning and streamlining permitting [12] Management's Comments on Operating Environment and Future Outlook - Management views the current slowdown in leasing as a temporary deceleration rather than a structural change, with companies exercising caution rather than canceling plans [14] - The company expects recent deliveries of income-producing properties to contribute to revenues in the second half of 2025 [15] - Management remains optimistic about the long-term growth potential in Mexico, particularly in light of industrial realignment [16] Other Important Information - The company acquired 128.4 acres in Guadalajara and finalized a 20.2-acre acquisition in Monterrey, enhancing its strategic footprint [20] - The company paid a cash dividend of $0.38 per ordinary share for the second quarter [21] Q&A Session Summary Question: Development pipeline progress ahead of USMCA review - Management noted an uptick in vacancy in some markets but expressed confidence in rent stability and pent-up demand as negotiations progress [23][24] Question: Leasing activity in Monterrey - Management highlighted strong net absorption in Monterrey and expressed confidence in leasing up new properties due to their prime locations [30][31] Question: Yield on cost for projects under construction - Management confirmed attractive yield on costs above 10% and noted stable construction costs with minor adjustments [39] Question: Land acquisitions and leverage by year-end - Management indicated a healthy leverage position and confidence in sustaining land acquisition strategies without compromising financial ratios [48] Question: Increase in leasing activity pipelines - Management observed increased visits to industrial parks and anticipated more leasing activity in the second half of the year [52] Question: Leasing spreads and development starts - Management expects continued strong leasing spreads and will be cautious with new development starts until existing properties are leased up [58][63] Question: Land bank and shovel-ready status - Management confirmed that recent land acquisitions are mostly shovel-ready, with some permits already in place [68][72] Question: Dynamics in absorption, vacancy, and rents - Management reported stable to positive rent growth in Tijuana and Ciudad Juarez, with expectations for increased leasing activity in the second half [80][81] Question: Renewals and market gaps - Management indicated approximately 3% of GLA expiring this year, with expectations for high renewal rates and rent increases [85][86] Question: Regional footprint and market priorities - Management emphasized the priority of leasing up vacant space in key markets like Monterrey and Ciudad Juarez before new developments [93]

Financial Data and Key Metrics Changes - Total revenues increased by 6.8% year over year, reaching $67 million, primarily driven by rental income from new leases and inflationary adjustments [14] - Adjusted net operating income rose by 7.2% to €61.8 million, with an adjusted NOI margin of 94.5% [15] - Adjusted EBITDA increased by 9% year over year to €55 million, with a margin expansion of 137 basis points to 84.1% [15] - Pre-tax income decreased to $54.5 million compared to $131.8 million in 2024, mainly due to lower gains on investment property valuations [16] - Funds from operations (FFO), excluding current tax, increased to $43.1 million from $38.2 million in Q2 2024, a 12.9% year-over-year increase [17] - Cash and cash equivalents stood at $65.2 million, while total debt increased to $900 million [17][18] Business Line Data and Key Metrics Changes - New leasing activity totaled 1.8 million square feet, including 411,000 square feet in new contracts, reflecting a sequential increase from Q1 [6][7] - Retention rates remained strong at 84%, with successful rent increases of 20% to 30% in some cases [7] - The tracking 12-month spread reached 13.7%, indicating a significant increase in the mark-to-market portfolio strategy [7] Market Data and Key Metrics Changes - The portfolio ended the quarter with a stabilized occupancy rate of 95.5%, with rents indexed to inflation [10] - The company noted a cautious leasing environment, particularly in export-linked markets, but highlighted resilience in renewals and releasing activity [5][6] - The company acquired 128.4 acres in Guadalajara and 20.2 acres in Monterrey, enhancing its strategic footprint [9][18] Company Strategy and Development Direction - The company is focused on long-term growth, emphasizing tenant retention, strategic positioning, and the intrinsic value of its existing portfolio [10] - The strategy includes completing existing projects and strategically expanding the land bank in line with Route 2030 [9] - The company aims to reinforce its foundation to scale confidently when the environment normalizes, including accelerating energy infrastructure planning [10][12] Management's Comments on Operating Environment and Future Outlook - Management views the current slowdown in leasing as a temporary deceleration rather than a structural change, with companies exercising caution rather than canceling plans [12] - The company expects recent deliveries of income-producing properties to contribute to revenues in the second half of 2025 [13] - Management remains optimistic about the long-term outlook, citing trade policy stabilization and manufacturing resilience as positive indicators for future growth [14] Other Important Information - The company paid a cash dividend of $0.38 per ordinary share for Q2 2025 [19] - The company maintains a healthy leverage position with a net debt to EBITDA ratio of four times and a loan to value ratio of 22.4% [18] Q&A Session Summary Question: Development pipeline progress ahead of USMCA review - Management noted an uptick in vacancy in some markets but expressed confidence in stable or increasing rents, indicating pent-up demand [20][22] Question: Leasing in Monterrey with weak net absorption - Management highlighted strong net absorption in Monterrey and expressed confidence in leasing up new properties due to their prime locations [28] Question: Yield on cost for projects under construction - Management confirmed attractive yield on costs above 10% and noted stable construction costs with minor adjustments [36][38] Question: Land acquisitions and leverage by year-end - Management reassured that leverage remains healthy and that land acquisitions align with their long-term strategy [42][46] Question: Increase in leasing activity pipelines - Management observed increased visits to industrial parks and anticipated more leasing activity in the second half of the year [50] Question: Leasing spreads expectations - Management expects continued strong leasing spreads and proactive management of tenant relationships [58] Question: Priorities for regional footprint and new starts - Management emphasized leasing up existing properties as a priority before considering new developments [90] Question: Impact of exchange rates on net income - Management clarified that most properties are dollar-denominated, and the impact on net income is primarily from financial adjustments rather than exchange rates [96][99] Question: Expected leasing activity from upcoming projects - Management expects high-quality assets to attract leasing activity within three to twelve months after delivery [104] Question: Exposure to manufacturing and logistics - Management indicated a balanced strategy between manufacturing and logistics, with a focus on long-term leases with high credit-rated companies [112] Question: Vertical integration and tenant demands - Management confirmed existing vertical integration and expressed interest in renewable energy solutions for tenants [120][122]