BGXX / Bright Green Corporation - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-41395 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Trans

Bright Green Corporation Announces the next steps for the completion of its restructuring plan

Exhibit 99.3 Bright Green Corporation Announces the next steps for the completion of its restructuring plan FORT LAUDERDALE, FLORIDA, March 21, 2025 (GLOBE NEWSWIRE) - Bright Green Corporation (OTC: BGXX) (“Bright Green” or the “Company”) announced that on March 17, 2025, on behalf of the Company, Lynn Stockwell has asked the court to approve the “RSA” Restructuring Security Agreement, Disclosure

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2025 Bright Green Corporation (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation) (Commission

EX-99.2

Exhibit 99.2

EX-99.1

Exhibit 99.1

Bankruptcy or Receivership, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2025 Bright Green Corporation (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation) (Commiss

Bright Green Corporation Announces the completion of its restructuring plan, withdraws from the Cannabis business and sets course on the production of all DEA Scheduled Controlled Substances

Exhibit 99.1 Bright Green Corporation Announces the completion of its restructuring plan, withdraws from the Cannabis business and sets course on the production of all DEA Scheduled Controlled Substances FORT LAUDERDALE, FLORIDA, Feb. 24, 2025 (GLOBE NEWSWIRE) — Bright Green Corporation (OTC: BGXX) (“Bright Green” or the “Company”) announced that on February 24, 2025, on behalf of the Company, Lyn

AMENDED AND RETATED RESTRUCTURNG SUPPORT AGREEMENT

Exhibit 10.1 AMENDED AND RETATED RESTRUCTURNG SUPPORT AGREEMENT This Amended and Restated Restructuring Support Agreement, dated as of February 24, 2025,(as the same may be amended, modified or extended, and including the exhibits hereto, the “Agreement” or “RSA”) is entered into by and among Bright Green Corporation (the “Company”) and Lynn Stockwell, in her capacity as the Pre-Petition Lender an

Bankruptcy or Receivership, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2025 Bright Green Corporation (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation) (Commissi

Bright Green Corporation Has Signed Agreement with Majority Shareholder as Plan Sponsor on Prepackaged Plan to Restructure the Company.

Exhibit 99.1 Bright Green Corporation Has Signed Agreement with Majority Shareholder as Plan Sponsor on Prepackaged Plan to Restructure the Company. The Company plans to emerge with federal loan guarantees for its 60 new mega farm owner/operators, that collectively will invest $3.5 billion to supply and strengthen the Drugs Made in America supply Chain. Fort Lauderdale, Florida, January 27, 2025 (

Regulation FD Disclosure, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2024 Bright Green Corporation (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation) (Commiss

LYNN STOCKWELL ENTERS INTO A RESTRUCTURING SECURITY AGREEMENT (“RSA”) WITH BRIGHT GREEN CORPORATION AND ASSUMES THE ROLE OF EXECUTIVE CHAIR AND CEO.

Exhibit 99.1 LYNN STOCKWELL ENTERS INTO A RESTRUCTURING SECURITY AGREEMENT (“RSA”) WITH BRIGHT GREEN CORPORATION AND ASSUMES THE ROLE OF EXECUTIVE CHAIR AND CEO. GRANTS, NEW MEXICO, Dec. 27, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (OTC: BGXX) (“Bright Green” or the “Company”) announced today that Lynn Stockwell has agreed to terms for a restructuring security agreement (“RSA”) with Bright

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 Bright Green Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 Bright Green Corporation (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41395 CUSIP NUMBER: 10920G100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Secured Amended and Restated Line of Credit Note dated September 16, 2024, between Bright Green Corporation and Lynn Stockwell

Exhibit 10.1 SECURED AMENDED AND RESTATED LINE OF CREDIT NOTE $15,000,000.00 Amended and Restated as of September [], 2024 FOR VALUE RECEIVED, BRIGHT GREEN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to Lynn Stockwell (the “Lender”), the principal amount of each loan made by the Lender to the Borrower or, if less, the total unpaid principal amount of all loans (each, a “L

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 16, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use o

Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock

Exhibit 3.1 BRIGHT GREEN CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE VOTING PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW BRIGHT GREEN CORPORATION, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 13, 2024 BRIGHT GREEN CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 13, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

Warrant Amendment, dated August as of August 19, 2024

Exhibit 4.1 Amendment to Common Stock Purchase Warrant This amendment (the “Amendment”) to the Common Stock Purchase Warrant, issued by Bright Green Corporation (the “Company”) to Lynn Stockwell or its assigns (the “Holder”) on September 1, 2023 (the “Warrant”), is made effective on August 19, 2024. WHEREAS, the Company and the Holder desire to amend the Warrant to extend the Termination Date by t

Secured Amended and Restated Line of Credit Note, dated as of August 19, 2024

Exhibit 10.1 SECURED AMENDED AND RESTATED LINE OF CREDIT NOTE $15,000,000.00 Amended and Restated as of August 19, 2024 FOR VALUE RECEIVED, BRIGHT GREEN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to Lynn Stockwell (the “Lender”), the principal amount of each loan made by the Lender to the Borrower or, if less, the total unpaid principal amount of all loans (each, a “Loan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 30, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organization

CEO UPDATE

Exhibit 99.1 CEO UPDATE GRANTS, NEW MEXICO, May 30, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (Nasdaq: BGXX) Dear BGXX Shareholders, I’m writing to you today to share an update on several developments for Bright Green Corporation (“Bright Green” or the “Company”) over the past few months. We’ve experienced massive shifts within the industry since the start of 2024 — shifts that have present

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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-

Description of Registrant’s Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”) The following summary of the material terms of Bright Green Corporation’s (“we,” “our,” “us” or the “Company”) securities is not intended to be a complete summary of the rights and preferences of such securities. The descriptions below are

Bright Green Corporation Clawback Policy

Exhibit 97.1 BRIGHT GREEN CORPORATION. CLAWBACK POLICY 1. Introduction Bright Green Corporation (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and foster a culture of business ethics, integrity and accountability, and that, among other purposes, reinforces the Company’s incentive compensation philosophy. The Board of Directors (the “Board”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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: 001-41395 BRIGHT GREEN C

List of subsidiaries of the registrant

Exhibit 21.1 LIST OF SUBSIDIARIES Regional Center Bright Green, LLC – New Mexico limited liability company

Executive Employment Agreement, dated as of March 29, 2024 and Effective March 31, 2024, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2024.

Exhibit 10.1 Employment Agreement This Amended Employment Agreement (“Agreement”) supersedes and replaces in its entirety the Employment Agreement dated September 14th, 2023, and effective as of October 2nd , 2023 between Bright Green Corporation, a Delaware corporation (the “Company”), and Gurvinder Singh (the “Executive”). The Company and the Executive are collectively referred to as the “Partie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 31, 2024 BRIGHT GREEN CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 31, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Settlement Agreement and Release dated March 13, 2024, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2024.

Exhibit 10.2 SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release (the “Agreement”) is entered into as of March 12, 2024 by and between: (a) Bright Green Corporation (“BGC”), a Delaware corporation (b) United Science, LLC (“United”), a Minnesota limited liability company (c) Equipped 4 Holdings Ltd (“Equipped”) a company incorporated in England and Wales (d) Phytothe

Credit Agreement dated March 14, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2024.

Exhibit 10.1 CREDIT AGREEMENT March 6, 2024 Borrowers: Bright Green Corporation Head Office: 401 E Las Olas Blvd #1400 Fort Lauderdale, Florida 33301 Guarantors: Bright Green Corporation Address: 401 E Las Olas Blvd #1400 Fort Lauderdale, Florida 33301 Attention: Bright Green Corporation JVR Holdings (“JVR” or the “Lender” or “us” or “we” or “our”) agrees to extend a credit facility to Bright Gree

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 13, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizati

Scope of Work between Bright Green Corporation and Titan Advisory Services LLC, dated March 7, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2024.

Exhibit 10.1 Please find below the proposal for services to be provided by Titan Advisory Services LLC (“Titan”) to Bright Green Corporation (the “Company”). SCOPE OF WORK Date: March 6, 2024 Effective Date: March 1, 2024 Project: CFO and Advisory Services - Renewal Services: The services to be provided are as follows: 1. Continue to operate as the Chief Financial Officer, including, but not limit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 6, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizatio

BRIGHT GREEN CORPORATION GAINS MOMENTUM FOR THEIR “DRUGS MADE IN AMERICA” PLATFORM WITH APPROVAL FOR THE RESEARCH, PRODUCTION AND MANUFACTURING OF ALL SCHEDULE I AND SCHEDULE II PLANT-BASED DRUGS

Exhibit 99.1 BRIGHT GREEN CORPORATION GAINS MOMENTUM FOR THEIR “DRUGS MADE IN AMERICA” PLATFORM WITH APPROVAL FOR THE RESEARCH, PRODUCTION AND MANUFACTURING OF ALL SCHEDULE I AND SCHEDULE II PLANT-BASED DRUGS BRIGHT GREEN CORPORATION BREAKS NEW GROUND IN DOMESTIC PHARMACEUTICAL PRODUCTION GRANTS, N.M., Feb. 22, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (Nasdaq: BGXX) (“Bright Green” or the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 22, 2024 BRIGHT GREEN COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 22, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

BRIGHT GREEN CORPORATION ANNOUNCES CHANGES TO BOARD OF DIRECTORS

Exhibit 99.1 BRIGHT GREEN CORPORATION ANNOUNCES CHANGES TO BOARD OF DIRECTORS CEO, Groovy Singh appointed as a new member of the Company’s Board Founder, Lynn Stockwell, appointed as Chair of the Board of Directors Grants, New Mexico, February 16, 2024 (GLOBE NEWSWIRE) - Bright Green Corporation (NASDAQ: BGXX) – Bright Green Corporation, a Delaware corporation (the “Company”), announced Friday tha

Memorandum of Understanding between Bright Green Corporation and Terry Rafih, dated February 15, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2024

Exhibit 10.1 Memorandum of Agreement Effective Date: February 15, 2024 Between: Bright Green Corporation (the “Corporation”) And Mr. Terry Rafih (“Rafih”) WHEREAS Rafih is currently employed by the company, holding the position of Executive Chairman and is currently a member of the Board of Directors, collectively referred to as his Position; AND WHEREAS Rafih has indicated his desire to resign fr

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 15, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 13, 2024 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 6, 2023 BRIGHT GREEN CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 6, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

Singh’s appointment comes in support of the Company’s next evolution, which will be focused on investing in top talent, commencement of commercial operations, and investing in clinical research and development of plant based therapies, and expanding

Exhibit 99.1 U.S. Legal Cannabis Pioneer Bright Green Corporation Appoints Industry Veteran Groovy Singh as New Chief Executive Officer Singh’s appointment comes in support of the Company’s next evolution, which will be focused on investing in top talent, commencement of commercial operations, and investing in clinical research and development of plant based therapies, and expanding into cultivati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) October 2, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizat

Executive Employment Agreement, dated as of September 20, 2023 and Effective October 2, 2023, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2023

Exhibit 10.1 Employment Agreement This Employment Agreement (“Agreement”) dated September 20th, 2023, and effective as of October 2nd , 2023 (the “Effective Date”) is entered into between Bright Green Corporation, a Delaware corporation (the “Company”), and Gurvinder Singh (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.” This Agreement is being execut

Form of Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 6, 2023.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

BGXX / Bright Green Corp / Stockwell Lynn Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BRIGHT GREEN CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 10920G100 (CUSIP Number) July 18, 2023 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 1, 2023 BRIGHT GREEN COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 1, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

The Company has settled a $3.6 million related party loan, representing all outstanding indebtedness, in shares of common stock and warrants, valued at $1.28 per share and accompanying warrant

Exhibit 99.1 Bright Green Announces Agreement to Settle Debt in Shares at a Premium The Company has settled a $3.6 million related party loan, representing all outstanding indebtedness, in shares of common stock and warrants, valued at $1.28 per share and accompanying warrant GRANTS, N.M., September 5th, 2023 – Bright Green Corporation (Nasdaq: BGXX) (“Bright Green” or “the Company”), one of few c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 16, 2023 BRIGHT GREEN CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 16, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizat

Bright Green Announces Second Quarter 2023 Financial Update and Milestone Progress Bright Green has achieved several key milestones throughout the Quarter significantly advancing progress against its strategic plan, including a historic DEA Federal R

Exhibt 99.1 Bright Green Announces Second Quarter 2023 Financial Update and Milestone Progress Bright Green has achieved several key milestones throughout the Quarter significantly advancing progress against its strategic plan, including a historic DEA Federal Registration and License Approval. Continued marketing of its fundamental capital raise of $500+ million utilizing the U.S. Citizen & Immig

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 17, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

Bright Green Corporation Up to 3,684,210 Shares of Common Stock Up to 3,684,210 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272431 PROSPECTUS Bright Green Corporation Up to 3,684,210 Shares of Common Stock Up to 3,684,210 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to up to 7,368,420 shares of common stock, par value $0.0001 per share, that the selling securityholder identified in this prospectus may sell from time to time in on

BGXX / Bright Green Corp / Stockwell Lynn Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) BRIGHT GREEN CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 10920G100 (CUSIP Number) May 30, 2023 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a sta

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulati

June 12, 2023

June 12, 2023 Via EDGAR and E-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BGXX / Bright Green Corp / E. Mailloux Enterprises, Inc. - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Amendment No.

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on June 5, 2023

As filed with the Securities and Exchange Commission on June 5, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 26, 2023

As filed with the Securities and Exchange Commission on May 26, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 26, 2023.

As filed with the Securities and Exchange Commission on May 26, 2023. Registration No. 333-267546 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other jurisdicti

Form of Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 24, 2023.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 21, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organization

Registration Rights Agreement dated May 24, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2023.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2023, between Bright Green Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

Placement Agent Agreement dated May 21, 2023 by and between the Company and EF Hutton, division of Benchmark Investments, LLC , filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2023.

Exhibit 10.3 PLACEMENT AGENCY AGREEMENT May 21, 2023 Bright Green Corporation 1033 George Hanosh Boulevard Grants, NM 87020 Dear Mr. McAuley: This agreement (the “Agreement”) constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Placement Agent”) and Bright Green Corporation, a Delaware corporation (the “Company”), pursuant to which the Placement

Securities Purchase Agreement dated May 21, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2023.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2023, between Bright Green Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Bright Green Announces Closing of $3.5 Million Private Placement

Exhibit 99.2 Bright Green Announces Closing of $3.5 Million Private Placement GRANTS, N.M., May. 24, 2023 (GLOBE NEWSWIRE) — Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the Company”), one of the very few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical

Bright Green Announces Pricing of $3.5 Million Private Placement

Exhibit 99.1 Bright Green Announces Pricing of $3.5 Million Private Placement GRANTS, N.M., May 19, 2023 — Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the Company”), one of the very few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications and a

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Bright Green Corporation Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on May 18, 2023

As filed with the Securities and Exchange Commission on May 18, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 16, 2023

As filed with the Securities and Exchange Commission on May 16, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 16, 2023.

As filed with the Securities and Exchange Commission on May 16, 2023. Registration No. 333-267546 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

Addendum to Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2023

Exhibit 10.2 ADDENDUM The Drug Enforcement Administration and Bright Green Corporation (herein referred to as “Parties”) agree, within the terms set forth within this Memorandum of Agreement (MOA) that Bright Green Corporation will maintain plants of known cannabinoid content, or “Mother Plants”, in a segregated area within the controlled premise. Viable portions of the Mother Plant will be utiliz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 28, 2023 BRIGHT GREEN CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 28, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizati

Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2023

Exhibit 10.1 UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION MEMORANDUM OF AGREEMENT I. Background and Purpose This Memorandum of Agreement (MOA) is between the Department of Justice, Drug Enforcement Administration (DEA), and Bright Green Corporation (Grower) who has applied for a DEA registration as a bulk manufacturer to supply to researchers of any (or all) of the following

Description of Registrant’s Securities, filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 17, 2023

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”) The following summary of the material terms of Bright Green Corporation’s (“we,” “our,” “us” or the “Company”) securities is not intended to be a complete summary of the rights and preferences of such securities. The descriptions below are

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 001-41395 BRIGHT GREEN CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-41395 CUSIP NUMBER: 10920G100 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Executive Employment Agreement, dated as of February 9, 2023, by and between Bright Green Corporation. and Seamus McAuley, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023.

EX-10.1 2 ex10-1.htm Exhibit 10.1 Senior ExecutIve Contract of Employment Bright green Corporation seamus mC AULEY DATED The 9th DAY OF FEBRUARY 2023 This AGREEMENT is dated the 9th day of February 2023. PARTIES (1) Bright Green Corporation, a company incorporated under the laws of Delaware having its headquarters address at 401 E Las Olas Blvd # 1400, Fort Lauderdale, Florida 33301 USA (the “Comp

Bright Green Announces Appointment of Seamus McAuley, Chief Operating Officer of Bright Green, as Chief Executive Officer

Exhibit 99.1 Bright Green Announces Appointment of Seamus McAuley, Chief Operating Officer of Bright Green, as Chief Executive Officer Terry Rafih to remain as Executive Chairman of the Board Appointment reinforces Company’s strategy to build out its team to deliver on the development of cannabis-based medicines and products, as well as its greenhouse expansion plans The Company confirms the recei

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 9, 2023 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiza

US10920G1004 / BRIGHT GREEN CORP / Rafih Terry Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) BRIGHT GREEN CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 10920G100 (CUSIP Number) Terry Rafih 1033 George Hanosh Boulevard Grants, NM 87020 (833) 658-1799 (Name, Address and Telephone Number of Pers

Bright Green Corporation 2022 Omnibus Equity Compensation Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2022.

EX-10.1 3 ex10-1.htm Exhibit 10.1 BRIGHT GREEN CORPORATION 2022 OMNIBUS EQUITY COMPENSATION PLAN B-1 TABLE OF CONTENTS PAGE Article 1. Effective Date, Objectives and Duration 1 1.1 Effective Date of the Plan 1 1.2 Objectives of the Plan 1 1.3 Duration of the Plan 1 Article 2. Definitions 1 2.1 “Affiliate” 1 2.2 “Award” 1 2.3 “Award Agreement” 1 2.4 “Board” 2 2.5 “Bonus Shares” 2 2.6 “Cause” 2 2.7

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Bright Green Corporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 16, 2022.

EX-3.1 2 ex3-1.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT NO. 1 OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT GREEN CORPORATION Bright Green Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment No. 1 (the “Certificate of Amendment”) am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 12, 2022 BRIGHT GREEN COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 12, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

Amendment and Restated Line of Credit Note, dated November 14, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2022.

Exhibit 10.1 AMENDED AND RESTATED LINE OF CREDIT NOTE $15,000,000.00 Amended and Restated as of November 14, 2022 FOR VALUE RECEIVED, BRIGHT GREEN CORPORATION, a Delaware corporation (the ?Borrower?), promises to pay to Lynn Stockwell (the ?Lender?), the principal amount of each loan made by the Lender to the Borrower or, if less, the total unpaid principal amount of all loans (each, a ?Loan? and,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 14, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

Bright Green Corporation Up to 158,249,000 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-263918 Prospectus Supplement No. 4 (to Prospectus dated May 13, 2022) Bright Green Corporation Up to 158,249,000 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (the “Prospectus”), related to the registration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ABTI / Alterola Biotech, Inc. / Bright Green Corp Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALTEROLA BIOTECH INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 02152v103 (CUSIP Number) Terry Rafih c/o Bright Green Corporation 1033 George Hanosh Boulevard Grants, NM 87020 Tel: (833) 658-1799 (Name, Address and Telephone Number of Person Authorized t

IRREVOCABLE PROXY

Exhibit 99.3 IRREVOCABLE PROXY From and after the date hereof and until the Termination Date (as defined below), on which date this irrevocable proxy (the “Proxy”) will terminate and be of no further force or effect, the undersigned stockholder (“Stockholder”) of ALTEROLA BIOSCIENCES, INC., a Nevada corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by Nevada law) gra

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of October 03, 2022, is by and between Bright Green Corporation, a Delaware corporation (the “Buyer”), Phytotherapeutix Holdings Ltd., a United Kingdom entity (“Phyto”), Equipped4 Holdings Limited, a United Kingdom entity (“Equipped”) and TPR Global Limited, a United Kingdom entity (“TPR”) (Phyto, Equipped and TPR, ea

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) October 3, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizat

Secondary Stock Purchase Agreement and Release dated October 3, 2022, by and among Bright Green Corporation, Alterola Biotech, Inc. and the Sellers (as defined therein), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2022.

Exhibit 10.1 SECONDARY STOCK PURCHASE AGREEMENT AND RELEASE This Secondary Stock Purchase Agreement and Release (this ?Agreement?) is made and entered into as of October 03, 2022 (the ?Effective Date?) among Phytotherapeutix Holdings Ltd., a United Kingdom entity (?Phyto?), Equipped4 Holdings Limited, a United Kingdom entity (?Equipped?), TPR Global Limited, a United Kingdom entity (?TPR?) (Phyto,

Bright Green Corporation 19,047,620 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267546 PROSPECTUS Bright Green Corporation 19,047,620 Shares of Common Stock This prospectus relates to the resale by the selling securityholders identified herein of up to 19,047,620 shares of common stock, $0.0001 par value per share (the ?Common Stock?) of Bright Green Corporation (the ?Company?). The shares of Common Stock being offered for

September 28, 2022

September 28, 2022 Via EDGAR and E-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Executive Employment Agreement, dated September 22, 2022, by and between Bright Green Corporation. and Terry Rafih filed, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2022.

EX-10.1 2 ex10-1.htm Exhibit 10.1 Executive Employment Agreement This Executive Employment Agreement (“Agreement”) dated September 1, 2022 (the “Effective Date”) is entered into between Bright Green Corporation (the “Company”) and Terry Rafih (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.” This Agreement is being executed and delivered as considerati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 22, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organi

Filing Fee Table, filed as Exhibit 107 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 22, 2022

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on September 21, 2022.

As filed with the Securities and Exchange Commission on September 21, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other jurisdiction of incorporation or organizatio

BRIGHT GREEN CORPORATION 1033 George Hanosh Boulevard Grants, NM 87020 (833) 658-1799

BRIGHT GREEN CORPORATION 1033 George Hanosh Boulevard Grants, NM 87020 (833) 658-1799 September 21, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Bright Green Announces Pricing of $10.0 Million Private Placement

Exhibit 99.1 Bright Green Announces Pricing of $10.0 Million Private Placement GRANTS, N.M., Sept. 7, 2022 (GLOBE NEWSWIRE) - Bright Green Corporation (NASDAQ: BGXX) (?Bright Green? or ?the Company?), one of the very few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical

Placement Agent Agreement dated September 12, 2022 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022

EX-10.3 5 ex10-3.htm Exhibit 10.3 PLACEMENT AGENCY AGREEMENT September 12, 2022 Bright Green Corporation 1033 George Hanosh Boulevard Grants, NM 87020 Dear Mr. Rafih: This agreement (the “Agreement”) constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Placement Agent”) and Bright Green Corporation, a Delaware corporation (the “Company”), pursuan

Securities Purchase Agreement dated September 7, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022

EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2022, between Bright Green Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject t

Bright Green Announces Closing of $10.0 Million Private Placement

EX-99.2 7 ex99-2.htm Exhibit 99-2 Bright Green Announces Closing of $10.0 Million Private Placement GRANTS, N.M., Sept. 12, 2022 (GLOBE NEWSWIRE) - Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the Company”), one of the very few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for re

Form of Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 13, 2022.

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 7, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organiz

Bright Green Corporation Up to 158,249,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-263918 Prospectus Supplement No. 3 (to Prospectus dated May 13, 2022) Bright Green Corporation Up to 158,249,000 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (the ?Prospectus?), related to the registration of the resale of up to

Registration Rights Agreement dated September 12, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022

EX-10.2 4 ex10-2.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 12, 2022, between Bright Green Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant

Bright Green Corporation Up to 158,249,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-263918 Prospectus Supplement No. 2 (to Prospectus dated May 13, 2022) Bright Green Corporation Up to 158,249,000 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (the ?Prospectus?), related to the registration of the resale of up to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

As filed with the Securities and Exchange Commission on August 2, 2022.

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on August 2, 2022. Registration No. 333-266431 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other ju

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on August 1, 2022.

As filed with the Securities and Exchange Commission on August 1, 2022. Registration No. 333-266431 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other jurisdiction of incorpo

Form of Warrant

EX-4.2 4 ex4-2.htm Exhibit 4.2 EXHIBIT 1 Warrant Certificate COMMON STOCK PURCHASE WARRANT [][] Warrant Shares: [] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof (th

As filed with the Securities and Exchange Commission on July 29, 2022.

As filed with the Securities and Exchange Commission on July 29, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 2833 83-4600841 (State or other jurisdiction of incorporation or organization) (P

Form of Underwriting Agreement

EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT Dated , 2022 Between BRIGHT GREEN CORPORATION (a Delaware corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached hereto TABLE OF CONTENTS Article I. DEFINITIONS 3 Article II. PURCHASE AND SALE 7 Article III. REPRESENTATIONS AND WARRANTIES 10 Article IV. OTHER

Form of Warrant Agent Agreement

EX-4.1 3 ex4-1.htm Exhibit 4.1 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT, dated as of [], 2022 (“Agreement”) between Bright Green Corporation, a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”). WITNESSETH WHEREAS, pursuant to the terms and conditions of that certain Underwriting Agreement

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Bright Green Announces CEO Transition Ed Robinson to step down; Terry Rafih, Bright Green’s Chairman of the Board, to assume interim position as CEO Board initiates comprehensive search for permanent successor

EX-99.1 2 ex99-1.htm Exhibit 99.1 Bright Green Announces CEO Transition Ed Robinson to step down; Terry Rafih, Bright Green’s Chairman of the Board, to assume interim position as CEO Board initiates comprehensive search for permanent successor GRANTS, N.M., July 1, 2022 - Bright Green Corporation (Nasdaq: BGXX) (“Bright Green” or “the Company”), one of the very few companies selected by the U.S. g

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 27, 2022 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41395 83-4600841 (State or other jurisdiction of incorporation or organizatio

Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

EX-3.1 2 ex3-1.htm Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT GREEN CORPORATION Bright Green Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Bright Green Corporation, and that this corporation was originally incorporated under the name Bright Green

Amended and Restated Bylaws of the registrant, filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BRIGHT GREEN CORPORATION ARTICLE 1. STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any, on the date, and at the time as the Board of Directo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 001-41395 BRIGHT GREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 83-4600841 (State or other jurisdiction of incorporation or organization) (I.

Bright Green Corporation Up to 158,249,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-263918 Prospectus Supplement No. 1 (to Prospectus dated May 13, 2022) Bright Green Corporation Up to 158,249,000 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (the “Prospectus”), related to the registration of the resale of up to

Line of Credit Note, dated June 4, 2022, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022

EX-10.1 4 ex10-1.htm Exhibit 10.1 LINE OF CREDIT NOTE $5,000,000.00 Dated as of June 5, 2022 FOR VALUE RECEIVED, BRIGHT GREEN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to LDS Capital LLC (the “Lender”), the principal amount of each loan made by the Lender to the Borrower or, if less, the total unpaid principal amount of all loans (each, a “Loan” and, collectively, the “

Joint Filing Agreement (filed herewith)

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of t

BGXX / Bright Green Corp - Class A / E. Mailloux Enterprises, Inc. - FORM SC 13G Passive Investment

CUSIP No. 10920G100 13G Page 1 of 10 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Bright Green Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 10920G100 (CUSIP Number) May 13, 2022 (Date of Event Which Re

158,249,000 Shares of Common Stock

424B4 1 form424b4.htm Filed Pursuant to Rule 424(b)(4) Registration No. 333-263918 158,249,000 Shares of Common Stock This prospectus relates to the registration of the resale of up to 158,249,000 shares of our common stock by our stockholders identified in this prospectus (the “Registered Stockholders”). Unlike an initial public offering, the resale by the Registered Stockholders is not being und

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRIGHT GREEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 83-4600841 (State of incorporation or organization) (I.R.S. Employer Identification No.) 401 East Las Olas B

May 11, 2022

CORRESP 1 filename1.htm May 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Ansart, Esq. Celeste Murphy, Esq. Re: Bright Green Corporation Registration Statement on Form S-1 File No. 333-263918 Acceleration Request Requested Date: May 13, 2022 Requested Time: 4:00 P.M. Eastern Time Ladies and Ge

As filed with the Securities and Exchange Commission on May 11, 2022

As filed with the Securities and Exchange Commission on May 11, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 3 ex107.htm Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Pric

Securities and Exchange Commission

CORRESP 1 filename1.htm Securities and Exchange Commission May 11, 2022 Page 1 dentons.com May 11, 2022 Jessica Ansart, Esq. Celeste Murphy, Esq. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549-3010 Re: Bright Green Corp Registration Statement on Form S-1 Originally Filed March 28, 2022 File No. 333-263918 Dear Ms.

Memorandum of Agreement between Bright Green Corporation and the Department of Justice, Drug Enforcement 7 Administration

Exhibit 10.1 UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION MEMORANDUM OF AGREEMENT I. Background and Purpose This Memorandum of Agreement (MOA) is between the Department of Justice, Drug Enforcement Administration (DEA), and Bright Green Corporation (Grower) who has applied for a DEA registration as a bulk manufacturer to supply to researchers of any (or all) of the following

Form of Amended and Restated Certificate of Incorporation of the registrant

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT GREEN CORPORATION Bright Green Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Bright Green Corporation, and that this corporation was originally incorporated under the name Bright Green Corporation, pursuant to

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

Executive Employment Agreement with Edward Robinson

Exhibit 10.2 Executive Employment Agreement This Employment Agreement (?Agreement?) effective April 1, 2022 is entered into between Bright Green Corporation (the ?Company?) and Edward A. Robinson (?Employee?). The Company and Employee are collectively referred to as the ?Parties.? This Agreement is being executed and delivered as consideration for, in connection with, and as a condition precedent

As filed with the Securities and Exchange Commission on May , 2022

As filed with the Securities and Exchange Commission on May , 2022 Registration No.

May 6, 2022

Securities and Exchange Commission May 6, 2022 Page 1 dentons.com May 6, 2022 Jessica Ansart, Esq. Celeste Murphy, Esq. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549-3010 Re: Bright Green Corp Registration Statement on Form S-1 Originally Filed March 28, 2022 File No. 333-263918 Dear Ms. Ansart and Ms. Murphy: By

Form of Amended and Restated Bylaws of the registrant

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BRIGHT GREEN CORPORATION ARTICLE 1. STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any, on the date, and at the time as the Board of Directo

Bylaws of the registrant, filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

EXHIBIT 3.3 AMENDED AND RESTATED BYLAWS OF Bright green corporation PREAMBLE These Amended and Restated Bylaws (?Bylaws?) are subject to, and governed by, the General Corporation Law of the State of Delaware (as amended from time to time, the ?DGCL?) and the certificate of incorporation, as amended, of Bright Green Corporation, a Delaware corporation (the ?Corporation?). Nothing in these Bylaws sh

Memorandum of Agreement between Bright Green Corporation and the Department of Justice, Drug Enforcement 7 Administration, filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 10.1 UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION MEMORANDUM OF AGREEMENT I. Background and Purpose This Memorandum of Agreement (MOA) is between the Department of Justice, Drug Enforcement Administration (DEA), and Bright Green Corporation (Grower) who has applied for a DEA registration as a bulk manufacturer to supply to researchers of any (or all) of the following

As filed with the Securities and Exchange Commission on May , 2022

As filed with the Securities and Exchange Commission on May , 2022 Registration No.

Form of Amended and Restated Certificate of Incorporation of the registrant

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT GREEN CORPORATION Bright Green Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Bright Green Corporation, and that this corporation was originally incorporated under the name Bright Green Corporation, pursuant to

Agreement and Plan of Merger between Bright Green Corporation and Naseeb Inc. dated as of November 10, 2020, filed as Exhibit 2.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of November 10, 2020 (the “Closing Date”), is by and among Bright Green Corporation, a Delaware corporation (the “Acquiror”), Naseeb, Inc., a New Mexico corporation (the “Company”), and Terry Rafih, the sole shareholder of the Company (the “Shareholder”). WHEREAS, the respective Boards of Direct

List of subsidiaries of the registrant, filed as Exhibit 21.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT None.

Executive Employment Agreement with Edward Robinson, filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 10.2 Executive Employment Agreement This Employment Agreement (?Agreement?) effective April 1, 2022 is entered into between Bright Green Corporation (the ?Company?) and Edward A. Robinson (?Employee?). The Company and Employee are collectively referred to as the ?Parties.? This Agreement is being executed and delivered as consideration for, in connection with, and as a condition precedent

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

Agreement and Plan of Merger between Bright Green Corporation and Bright Green Grown Innovation LLC dated May 28, 2019, filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

EX-2.1 2 ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF BRIGHT GREEN GROW INNOVATION, LLC INTO BRIGHT GREEN CORPORATION Now on this 28th day of May, 2019, Bright Green Grow Innovation, LLC, a New Mexico limited liability company formed on or around December 2, 2015 (the “Non-Survivor”) and Bright Green Corporation, a Delaware corporation (the “Survivor”), pursuant to Title 8, Section 264 of

Consulting Agreement with Saleem Elmasri, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 10.3 March 1, 2022 Bright BGC Corporation 401 East Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL 33301 Ed Robinson Chief Executive Officer Dear Ed: This Master Services Agreement, when executed by the parties hereto, will constitute an agreement (the ?Agreement?) between Bright BGC Corporation (the ?Company?) and Titan Advisory Services LLC (?TITAN?), located at 50 Constitution Way, J

Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT GREEN CORPORATION Bright Green Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Bright Green Corporation, which was the name under which the corporation was originally incorporated. The date of the filing of its original ce

Agreement and Plan of Merger between Bright Green Corporation and Grants Greenhouse Growers Inc. dated as of October 30, 2020, filed as Exhibit 2.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 4, 2022

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?), dated as of October 30, 2020 (the ?Closing Date?), is by and among Bright Green Corporation, a Delaware corporation (the ?Acquiror?), Grants Greenhouse Growers Inc., a New Mexico corporation (the ?Company?), and James Colasanti, Gabriella Colasanti and Nicholas Colasanti (collectively, the ?Shareholders?

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on April 12, 2022

As filed with the Securities and Exchange Commission on April 12, 2022 Registration No.

Grant J. Levine

Grant J. Levine [email protected] D +1 212-768-5384 Dentons US LLP Venture Tech Centre at Meatpacking 22 Little West 12th Street New York, NY 10014-1321 United States dentons.com April 12, 2022 Jessica Ansart, Esq. Celeste Murphy, Esq. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549-3010 Re: Bright Green Corp

Filing Fee Table, filed as Exhibit 107 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 29, 2022

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Bright Green Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on March 28, 2022

As filed with the Securities and Exchange Commission on March 28, 2022 Registration No.

*****

Grant J. Levine [email protected] D +1 212-768-5384 Dentons US LLP 1221 Avenue of the Americas New York, NY 10020-1089 United States dentons.com March 28, 2022 Jessica Ansart, Esq. Celeste Murphy, Esq. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549-3010 Re: Bright Green Corp Amendment No. 1 to Draft Registra

FOIA Confidential Treatment Requested by Bright Green Corporation Pursuant to 17 CFR 200.83. As confidentially submitted to the Securities and Exchange Commission on February 11, 2022 as Amendment No. 1 to the registration statement. This Amendment N

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Rob Condon [email protected] D +1 212-768-6839 Dentons US LLP Venture Tech Centre at Meatpacking 22 Little West 12th Street New York, NY 10014-1321 United States dentons.com February 11, 2022 Privileged and Confidential Tracey Houser, Esq. Angela Connell, Esq. United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington

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DRSLTR 1 filename1.htm Dentons US LLP 1221 Avenue of the Americas New York, NY 10020-1089 United States dentons.com October 12, 2021 CONFIDENTIAL SUBMISSION VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Bright Green Corporation Draft Registration Statement on Form S-1 CIK No. 0001886799 Ladies and Gentlemen: On behalf of our client, Bright G

FOIA Confidential Treatment Requested by Bright Green Corporation Pursuant to 17 CFR 200.83 As confidentially submitted to the Securities and Exchange Commission on October 12, 2021 This draft registration statement has not been publicly filed with t

DRS 1 filename1.htm FOIA Confidential Treatment Requested by Bright Green Corporation Pursuant to 17 CFR 200.83 As confidentially submitted to the Securities and Exchange Commission on October 12, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATE