Safe & Green Holdings Corp 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13OR15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedJune 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number:001-38037 SAFE & GREEN HOLDINGS CORP.(Exact name of registrant as specified in its charter) Delaware95-4463937(State or other jurisdiction of(I.R.S. Employer incorporation or organization) (646)240-4235(Registrant’s telephone number, including area code) N/A(Former name, former address and formal fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered TheNasdaqStock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes☐No☒ As of August 12, 2025, the issuer had a total of30,919,486shares of the registrant’s common stock, $0.01par value, outstanding. SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIESFORM 10-Q TABLE OF CONTENTS PageNumberPARTI. FINANCIAL INFORMATION1ITEM1.Financial Statements1Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 20241Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2025and 2024 (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six MonthsEnded June 30, 2025 and 2024 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024(Unaudited)5Notes to CondensedConsolidated Financial Statements (Unaudited)6ITEM 2.Management’s Discussion and Analysis of Financial Condition and Result of Operations50ITEM3.Quantitative and Qualitative Disclosures About Market Risk62ITEM4.Controls and Procedures62PART II. OTHER INFORMATION63ITEM1.Legal Proceedings63ITEM1A.Risk Factors63ITEM2.Unregistered Sales of Equity Securities and Use of Proceeds66ITEM3.Defaults Upon Senior Securities66ITEM4.Mine Safety Disclosures66ITEM5.Other Information66ITEM6.Exhibits67SIGNATURES69 PARTI. FINANCIAL INFORMATION ITEM1. Financial StatementsSAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIESCondensedConsolidated Balance Sheets SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES Supplemental disclosure of non-cash operating activities:Assets and liabilities effected in deconsolidation SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES Notes to CondensedConsolidated Financial Statements(Unaudited) 1.Description of Business Safe & Green Holdings Corp. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”)was previously knownas SG Blocks, Inc. as well as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. OnNovember 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG BuildingBlocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becominga wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization ofSG Building, as SG Building was the accounting acquirer. On February 2, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and betweenthe Company and New Asia Holdings, Inc., a Nevada corporation (“NAHD”), pursuant to which NAHD will be merged intoa to-be-formed subsidiary of the Company (the “Merger”). Following the Merger, NAHD and its operating subsidiaries willbe indirect, wholly owne