M&A - Blackwell 3D Construction Corp.

Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225000893

Filing Summary: Blackwell 3D Construction Corp. submitted a letter regarding comments from the SEC's staff about their Registration Statement on Form 10-12G filed originally on November 20, 2024, with amendments on December 31, 2024, and January 30, 2025. Regarding funding strategy, the Company clarified it has not secured financing as of the latest amendment date. The Company confirmed the agreements referenced in previous comments are still in effect. Additionally, the Company addressed a query on issuing 1,000,000 shares valued at $360,200 for 100% interest in Blackwell Realtech 3D, LLC, explaining that the issuance was based on a fair value assessment despite the transferring entity's assets being recorded at $0. The transaction’s fair value considered anticipated economic benefits and the strategic value to the Company, consistent with ASC 805 guidelines.

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