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~~September 1316, 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)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1033 George Hanosh Boulevard

Grants, NM 87020

(Address of principal executive offices and zip code)

(833) 658-1799

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BGXX		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On ~~June~~September 516, ~~2022~~2024, Bright Green Corporation (the “Company”) and ~~LDS~~Lynn ~~Capital~~Stockwell ~~LLC~~ (“~~LDS~~Lender”), ~~whose~~entered ~~managing~~into ~~member~~a isSecured ~~Lynn~~Amended ~~Stockwell,~~and ~~Chair~~Restated Line of ~~the~~Credit ~~Company’s~~Note, ~~board~~which ofis ~~directors,~~filed ~~entered~~as ~~into~~Exhibit an10.1 ~~unsecured~~to ~~line~~this ofCurrent ~~credit~~Report inon ~~the~~Form ~~form~~8-K, ofamending aand ~~note,~~restating ~~which~~the ~~provided~~terms ~~that~~of the ~~Company~~original ~~could~~note ~~borrow~~entered upinto toon $5November ~~million~~14, ~~from LDS~~2022, which ~~amount~~ was ~~increased~~originally toamended ~~$15~~and ~~million~~restated onAugust ~~November 14~~19, ~~2022~~2024 (as amended and restated, the “Note”). ~~On January 31, 2023, LDS assigned the Note to Ms. Stockwell (the “Lender”).~~

OnThe ~~September~~Note 1provides, ~~2023,~~among ~~the~~other ~~Company~~things, ~~and~~upon the Lender ~~entered~~making ~~into~~a annew ~~agreement~~advance ~~pursuant~~in tothe ~~which,~~principal inamount ~~consideration~~of ~~for~~at ~~the~~least ~~cancellation~~$2,500,000 ~~and full~~under ~~satisfaction~~the terms of ~~all~~the ~~amounts~~Note of(the ~~principal,~~“Required ~~interest~~Funding”) ~~and~~to ~~other~~be ~~costs~~received ~~under~~by the ~~Note~~Company asno later than two business days following the execution of ~~August~~the 31Note, ~~2023,~~all obligations due under the ~~Company~~Note ~~issued~~shall tobe ~~the Lender~~secured by (i) ~~2,827,960~~a ~~shares~~first ~~(the~~lien ~~“Shares”)~~mortgage ofon the Company’s ~~common~~fee ~~stock~~interest in the real property and improvements thereon, ~~par~~including, ~~value~~without ~~$0.0001~~limitation, ~~per~~the ~~share~~land, buildings, fixtures, equipment and machinery located at 1033 George Hanosh Blvd, Grants, NM 87020 (the “~~Common Stock~~Property”), ~~representing~~and a ~~conversion~~first priority assignment of ~~outstanding~~leases ~~principal~~and atrents, (ii) ~~$1.15~~a ~~per~~first ~~Share,~~priority ~~and~~security interest in all accounts receivable of Company, (iiiii) ~~warrants~~an ~~representing~~assignment aof ~~conversion~~all ofcontracts, licenses, permits, ~~outstanding~~plans, ~~principal~~specifications atand ~~$0.13~~other ~~per~~documentation ~~warrant~~with (respect to the ~~“Warrants”~~Property, and (iv) tosuch ~~purchase~~other upcollateral toas ~~2,827,960~~is ~~shares~~customary for a loan of ~~Common~~this ~~Stock~~type, atincluding aadditional ~~price~~ real property if the acquisition of ~~$3.00~~such ~~per~~property ~~share~~occurs while this Note is outstanding.

OnThe ~~August~~Note ~~19,~~also ~~2024, the~~provides ~~board~~for ofa ~~directors~~conversion offeature ~~the Company approved an amendment and restatement to the Note (the “Secured Note”),~~ pursuant to which, ~~among~~Lender ~~other things~~may, ~~upon~~at ~~the~~ Lender’s ~~making~~discretion, aconvert ~~new~~up ~~advance~~to ~~in the principal amount of at least~~ $~~3,500,000~~4 ~~under~~million ~~the terms~~ of the ~~Secured~~outstanding ~~Note~~principal ~~(the~~and ~~“Required~~interest ~~Funding”),~~balance ~~all obligations~~of ~~due under~~ the ~~Secured~~ Note ~~shall~~into beshares ~~secured~~of ~~by (i) a first lien mortgage on~~ the Company’s ~~fee~~newly ~~interest~~designated inSeries ~~the~~A ~~real property~~Preferred ~~and improvements thereon~~Stock, par ~~including,~~value ~~without~~$0.0001 ~~limitation,~~ (the ~~land,~~“Series ~~buildings,~~A ~~fixtures,~~Preferred ~~equipment~~Stock”) ~~and~~at ~~machinery~~a ~~located~~conversion atprice ~~1033 George~~of ~~Hanosh~~$0.40 ~~Blvd,~~per ~~Grants~~share, NMprovided ~~87020 (~~the ~~“Property”)~~Required ~~and~~Funding was areceived. ~~first~~Further ~~priority~~pursuant ~~assignment~~to ofthe ~~leases~~terms ~~and~~of ~~rents~~the Note, ~~(ii)~~the aCompany ~~first~~agreed ~~priority security~~to ~~interest~~file inthe ~~all~~Certificate ~~accounts~~of ~~receivable~~Designation of ~~Company~~Preferences, ~~(iii)~~Rights and anLimitations ~~assignment~~ of ~~all~~Series ~~contracts,~~A ~~licenses,~~Convertible ~~permits,~~Voting ~~plans,~~Preferred ~~specifications and~~Stock ~~other documentation~~ with ~~respect to~~ the ~~Property,~~Delaware ~~and~~Secretary ~~(iv)~~of ~~such~~State, ~~other~~which ~~collateral as~~ is ~~customary~~filed ~~for~~as aExhibit 3.1 ~~loan~~to of this ~~type,~~Current ~~including additional~~Report ~~real~~on ~~property~~Form if8-K (the ~~acquisition~~“Certificate of ~~such~~Designation”), ~~property~~within ~~occurs~~two ~~while~~business ~~this~~days ~~Secured~~following ~~Note is outstanding. As~~receipt of the ~~date hereof, the Lender has not provided the~~ Required Funding ~~and the Company cannot currently anticipate when the Required Funding will be made~~.

~~The~~Pursuant ~~Secured~~to ~~Note~~the ~~also~~Certificate ~~provides~~of ~~for~~Designation, aeach ~~conversion~~share ~~feature~~of ~~pursuant~~Series A Preferred Stock, subject to ~~which~~the ~~Lender~~Stockholder ~~may~~Approval (as defined below), shall be convertible at ~~her~~the ~~discretion,~~election ~~convert~~of the ~~outstanding~~holder ~~principal and~~(or ~~interest~~automatically if the balance ofis ~~the~~not ~~Secured~~repaid ~~Note~~by ~~into~~December (i31, 2024), ~~shares~~into 14 shares of the Company’s ~~Common~~common ~~Stock~~stock, atpar avalue ~~price of~~ $10.150001 per share (the “~~Shares~~Common Stock”) and ~~(ii)~~the ~~warrants~~shares atof aCommon ~~price~~Stock issuable upon conversion of ~~$0.13~~the ~~per~~Series ~~warrant,~~A ~~which~~Preferred ~~warrants~~Stock, ~~shall~~the be“Conversion ~~exercisable~~Shares”). ~~into~~Each ~~shares~~share of ~~the~~Series ~~Company’s~~A ~~Common~~Preferred Stock at anis ~~exercise~~generally entitled ~~price~~to ofone ~~$3.00~~vote per share, ~~(the~~provided ~~“Warrant~~that ~~Shares”).~~no ~~Each~~shares of ~~the~~Series ~~price~~A ~~per~~Preferred ~~Share~~Stock ~~and~~are ~~exercise~~entitled ~~price~~to ~~per~~vote ~~Warrant Share~~on ~~represents~~the aproposal ~~premium~~related to the Stockholder ~~trading~~Approval ~~price~~to occur at a meeting of stockholders. Other than the ~~Common~~right of each holder to convert the Series A Preferred Stock into onthe Conversion Share, subject to the ~~Nasdaq~~Stockholder ~~Capital~~Approval, ~~Market~~there Series A Preferred Stock has equal distribution and dividend rights as the Common Stock.

~~Additionally,~~Subject into ~~connection~~the ~~with~~terms ~~the~~and ~~entry~~limitations ~~into~~contained in the ~~Secured~~Certificate ~~Note~~of Designation, the Series A Preferred Stock will not be convertible into Common Stock until the Company’s ~~and~~stockholders approve the ~~Lender~~issuance ~~entered~~of ~~into~~the anConversion ~~amendment~~Shares toupon conversion of the ~~Warrant~~Series A Preferred Stock (the “~~Warrant Amendment~~Stockholder Approval”). The Stockholder Approval is required because, ~~pursuant~~if toand ~~which~~when the ~~Termination~~Conversion ~~Date~~Shares ~~(as~~would be ~~defined~~issued, ~~therein)~~it ~~shall~~represents ~~mean~~ the ~~earlier~~issuance of shares of Common Stock by the Company (i) ~~the~~to ~~date~~Lender, ~~that~~a isdirector 45of ~~days after~~the Company, below the ~~date~~“Minimum Value” onas ~~which~~defined by The Nasdaq Stock Market, LLC, (ii) representing the ~~closing~~potential ~~price~~issuance of ~~the~~more ~~Company’s~~than 19.99% of the outstanding Common Stock onof the ~~Trading~~Company ~~Market~~below ~~(as~~the ~~defined~~“Minimum ~~therein~~Price”, and (iii) ~~equals~~representing ora ~~exceeds~~potential “change of control” $3of the Company.00 ~~per~~The ~~share~~Certificate of Designation provides that as soon as practicable, ~~and~~after ~~(ii)~~the ~~August~~Required 31Funding has been received, ~~2027.~~the Company ~~The~~will ~~Warrant~~file ~~Amendment~~a ~~shall~~preliminary ~~only~~proxy ~~become~~statement ~~effective~~for ~~upon~~a ~~receipt by~~vote of the Company’s stockholders to approve the issuance of the ~~Required~~Conversion Shares, ~~Funding~~if and when the shares of Series A Preferred Stock are issued upon conversion of the Note.

The ~~foregoing~~Note ~~descriptions~~contains ofcertain ~~the~~representations ~~Warrant Amendment~~ and ~~the~~warranties, ~~Secured~~covenants ~~Note~~and doindemnities ~~not~~customary ~~purport~~for tosimilar betransactions. ~~complete~~The representations, warranties and ~~are~~covenants ~~qualified~~contained in ~~their~~the ~~entirety by~~Note ~~the~~were ~~full~~made ~~text~~solely offor the ~~Warrant~~benefit ~~Amendment~~of ~~and~~ the ~~Secured~~parties ~~Note,~~to ~~which~~the ~~are~~Note ~~filed as Exhibit 4.1~~ and ~~Exhibit~~may ~~10.1~~be subject to ~~this Current Report~~limitations onagreed ~~Form~~upon ~~8-K,~~by ~~respectively,~~the ~~and~~contracting ~~are incorporated herein by reference~~parties.

The foregoing descriptions of the Certificate of Designation and the Note do not purport to be complete and are qualified in their entirety by the full text of the Certificate of Designation and the Note, which are filed as Exhibit 3.1 and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above ~~under~~in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.0102 ~~Notice~~Unregistered ofSales ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Equity Securities.

OnThe ~~August~~information ~~16,~~contained ~~2023,~~above ~~the~~in ~~Company~~Item ~~received~~1.01 ais ~~letter~~hereby ~~from~~incorporated ~~the~~by ~~Nasdaq~~reference ~~Listing~~into ~~Qualifications~~this ~~Department of~~Item ~~the~~3.02. ~~Nasdaq~~Upon ~~Stock~~conversion ~~Market~~of ~~(“Nasdaq”)~~the ~~indicating~~Note, ~~that~~ the ~~Company was not in compliance with Nasdaq Listing Rule 5550(a)(2)~~Series ~~(the~~A ~~“Bid~~Preferred ~~Price~~Stock, ~~Rule”)~~and ~~which~~upon ~~requires~~conversion ~~a minimum bid price~~ of ~~at least $1.00 per share because~~ the ~~closing~~Series ~~bid~~A ~~price~~Preferred ~~per~~Stock, ~~share for~~ the ~~Company’s~~Conversion ~~common~~Shares, ~~stock~~will ~~had~~be ~~closed~~issued ~~below~~without ~~$1.00~~registration ~~for~~ under the ~~previous~~Securities 30Act ~~consecutive~~of ~~business days. The Company was given until February 12~~1933, ~~2024~~as ~~to regain compliance with the Bid Price Rule. On February 13~~amended, ~~2024,~~in ~~the~~reliance ~~Company~~upon ~~received notice from Nasdaq that~~ the ~~Company~~ ~~had~~exemptions ~~been~~therefrom ~~granted~~in antransactions ~~additional~~not ~~180-day~~involving ~~grace~~a ~~period,~~public ~~or until August 12~~offering, ~~2024,~~and in toreliance ~~regain~~on ~~compliance~~similar ~~with~~exemptions ~~the~~under ~~Bid~~applicable ~~Price~~state ~~Rule~~laws.

~~The~~Item ~~Company did not regain compliance with the Bid Price Rule by August 12, 2024~~5.03 OnAmendments August 13, 2024, the Company received from Nasdaq a delisting determination letter (the “Delisting Determination Letter”). The Delisting Determination Letter states that unless the Company requests a hearing before a Nasdaq Hearing Panel (“Panel”) to ~~appeal~~Articles ~~Nasdaq’s delisting determination by August 20, 2024, trading~~ of ~~the~~Incorporation ~~Company’s~~or ~~common~~Bylaws; ~~stock~~Change onin ~~the~~Fiscal ~~Nasdaq Capital Market will be suspended at the opening of trading on August 22, 2024, and the Company’s common stock will be delisted from Nasdaq~~Year. ~~Nasdaq notified the Company that it will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration on Nasdaq.~~

The ~~Company~~information ~~has~~contained ~~submitted~~above ain ~~hearing~~Item ~~request to appeal the delisting determination to a Panel~~1.01 ~~The~~is ~~Company’s~~hereby ~~hearing~~incorporated ~~request~~by ~~will~~reference ~~stay~~into ~~the~~this ~~suspension of~~Item ~~the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision~~5. ~~There can be no assurance that the Panel will grant the Company’s request for continued listing~~03.

IfItem ~~the~~9.01 ~~Company’s~~Financial ~~hearing~~Statements ~~request for continued listing is not granted, the Company’s common stock will be traded on the OTC Pink Sheets~~ and ~~the Company will seek to establish relationships with market makers to provide additional trading opportunities in the Company’s common stock~~Exhibits. ~~However, there can be no assurance that a market for the Company’s shares will continue or develop.~~

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock
10.1		Secured Amended and Restated Line of Credit Note dated September 16, 2024, between Bright Green Corporation and Lynn Stockwell
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits

Exhibit No.		Description
4.1		Warrant Amendment, dated August as of August 19, 2024
10.1		Secured Amended and Restated Line of Credit Note, dated as of August 19, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 19, 2024	Bright Green Corporation
Date: September 18, 2024	Bright Green Corporation
	By:	/s/ ~~Gurvinder~~Saleem ~~Singh~~Elmasri
		Gurvinder Singh
		Saleem Elmasri
		Chief Executive Officer
		Chief Financial Officer

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