Safe & Green Holdings Corp. Enters Merger Agreement with New Asia Holdings, Inc.

Safe & Green Holdings Corp. (NASDAQ: SGBX) recently disclosed in an 8-K filing with the Securities and Exchange Commission that on February 2, 2025, the company entered into an Agreement and Plan of Merger with New Asia Holdings, Inc. (NAHD). This strategic move is aimed at merging NAHD into a newly formed subsidiary of Safe & Green Holdings Corp., making NAHD’s operating subsidiaries indirect, wholly owned subsidiaries of the company.

As part of the merger consideration, Safe & Green Holdings Corp. will issue four million Series A non-voting convertible preferred shares to NAHD shareholders. Each Preferred Share will have the right to convert into 15 shares of the company’s common stock, subject to the approval of a majority of the company’s common shareholders. The Merger Agreement includes customary representations, warranties, and covenants along with specific conditions to the completion of the merger.

The approval of the NAHD shareholders has been obtained in accordance with the necessary requirements, following the entry into the Merger Agreement. The completion of these transactions is expected to occur promptly upon satisfying or waiving the conditions to the Merger.

The Board of Directors of Safe & Green Holdings Corp. discussed various reasons for approving the Merger Agreement, including opportunities for potential growth, synergies with the company’s modular manufacturing business, addressing the Nasdaq stockholders’ equity deficiency, improved credit metrics, access to capital, and business diversification.

Additionally, the company has furnished projected financial information for the upcoming fiscal quarters, ending March 31, 2026, as disclosed in Exhibit 99.2 of the 8-K filing. Although acknowledging the uncertainty of underlying assumptions, the prospective financial information was prepared during the review of the Merger.

The disclosure also includes a forward-looking statement cautioning that provided information is not a guarantee of future performance and that actual results may differ due to various factors. Safe & Green Holdings Corp. is committed to providing updates or revisions as required by law.

The filing outlined the company’s strong financial posture and strategic objectives moving forward. Further updates on the merger and its implications are anticipated as the process unfolds.

Contact:
Safe & Green Holdings Corp.
646-240-4235

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Safe & Green’s 8K filing here.

About Safe & Green

Safe & Green Holdings Corp. is a design and construction services company, which engages in the provision of code engineered cargo shipping containers. It operates through the following segments: Construction, Medical, Development, and Corporate and Support. The Construction Services segment includes the manufacturing of unit SG ECHO and other modules projects.