As
filed with the Securities and Exchange Commission on June 30, 2023
Registration
No. 333-263918
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1 ON FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIGHT
GREEN CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
83-4600841 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1033
George Hanosh Boulevard
Grants,
NM 87020
Telephone:
833-658-1799
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Seamus
McAuley
President
and Chief Executive Officer
Bright
Green Corporation
1033
George Hanosh Boulevard
Grants,
NM 87020
Telephone:
833-658-1799
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Eric Berlin, Esq.
Rob
Condon, Esq.
Grant
Levine, Esq.
Dentons
US LLP
233
South Wacker Drive, Suite 5900
Chicago,
IL 60606
Telephone:
(312) 876-2515
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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 7(a)(2)(B) of Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
On
March 29, 2022, Bright Green Corporation (the “Company”) filed with the United States Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-1 (File No. 333-263918) (the “Original Registration Statement”).
The Original Registration Statement was declared effective by the SEC on May 13, 2022.
This
registration statement on Form S-3 constitutes a post-effective amendment to the Original Registration Statement. We are filing this
post-effective amendment on Form S-3 for the purpose of converting the Original Registration Statement on Form S-1 into a registration
statement on Form S-3 because we are now eligible to use Form S-3. This registration statement on Form S-3 contains an updated prospectus
related to the offering and sale of the shares that were registered on the Original Registration Statement.
All
filing fees payable in connection with the registration of the shares registered by the Registration Statement on Form S-1 were paid
by the registrant at the time of the initial filing of such registration statements. No additional securities are registered hereby.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are
not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED June 30, 2023
PRELIMINARY
PROSPECTUS
Up
to 158,249,000 Shares of Common Stock
Bright
Green Corporation
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 underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell
their shares of common stock covered by this prospectus, as and to the extent they may determine. If the Registered Stockholders utilize
a broker-dealer in the sale of the common stock being offered by this prospectus on the Nasdaq Capital Market (“Nasdaq”),
such broker-dealer may receive commissions in the form of discounts, concessions, or commissions which may be in excess of those customary
in the types of transactions involved. See “Plan of Distribution.” If the Registered Stockholders choose to sell their shares
of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.
The
listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, was a novel method for commencing public trading
in shares of our common stock, and consequently, the trading volume and price of shares of our common stock may be more volatile than
if shares of our common stock had been initially listed in connection with an initial public offering underwritten on a firm-commitment
basis.
On
the day that our shares of common stock were initially listed on Nasdaq, Nasdaq began accepting, but not executing, pre-opening buy and
sell orders and began to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted
orders. The Current Reference Price was calculated each second and, during a 10-minute “Display Only” period, was disseminated,
along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display
Only” period, a “Pre-Launch” period began, during which EF Hutton, division of Benchmark Investments, LLC (the “Advisor”
or “EF Hutton”), in its capacity as our financial advisor, notified Nasdaq that our shares were “ready to trade.”
After the Advisor notified Nasdaq that our shares of common stock were ready to trade, Nasdaq confirmed the Current Reference Price for
our shares of common stock, in accordance with the Nasdaq rules. After the Advisor approved proceeding at the Current Reference Price,
the applicable orders that were entered were executed at such price and regular trading of our shares of common stock on Nasdaq commenced,
subject to Nasdaq conducting validation checks in accordance with the Nasdaq rules. Under the Nasdaq rules, the “Current Reference
Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than
one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between
orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists
under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares
of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price
determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price
existed under (iii), the Advisor exercised any consultation rights only to the extent that it was able to do so consistent with the anti-manipulation
provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. The Registered Stockholders
were not involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor did they control
or influence the Advisor in carrying out its role as a financial adviser. The Advisor determined when our shares of common stock were
ready to trade and approved proceeding at the Current Reference Price primarily based on considerations of volume, timing and price.
In particular, the Advisor determined, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross
on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information,
see “Plan of Distribution.”
Our
common stock began trading on Nasdaq on May 17, 2022 under the symbol “BGXX”.
We
are an “emerging growth company” under applicable federal securities laws and are subject to reduced public
company reporting requirements.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section
titled “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or
supplements to this prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration or continuous
offering process. Under this process, the Registered Stockholders may, from time to time, sell the common stock covered by this prospectus
in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement
to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”.
You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information”
section appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest
in our common stock.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider
in making your investment decision. Before investing in our securities, you should carefully read the risks and uncertainties referenced
under the heading “Risk Factors” on page 5 of this prospectus and contained in our filings made with the SEC and any applicable
prospectus supplement”
Overview
We
are a first-mover in the U.S. federally-authorized cannabis space. BGC is one of a few companies who have received from the U.S. Drug
Enforcement Administration (the “DEA”), a federal controlled substances registration for the bulk manufacturing of cannabis
under DEA Registration No. RB0649383 (the “DEA Registration”), which allows the Company to produce federally legal cannabis,
cannabis extracts, and tetrahydrocannabinol in the U.S. We received the DEA Registration on April 28, 2023, pursuant to the Memorandum
of Agreement (the “MOA”) with the DEA entered into on April 27, 2023, which replaced the 2021 Memorandum of Agreement (the
“2021 MOA”) (DEA Document Control Number W20078135E).
Unlike
state-licensed cannabis companies who engage in commercial sales to consumers, and whose businesses are legal under state law but not
federal law, subject to the milestones and requirements set forth herein, we are authorized by the federal government to sell cannabis
commercially for research and manufacturing purposes, export cannabis for international cannabis research purposes, and sell cannabis
to DEA-registered pharmaceutical companies for the production of medical cannabis products and preparations. Our business activities
under the DEA Registration are subject to applicable federal law and regulations and to our obligations under the MOA we entered into
with the DEA. Our DEA Registration is valid through July 31, 2024. We plan to focus on the development of cannabis strains and sales
of cannabis and hemp products with high contents of CBN (cannabinol) and CBG (cannabigerol).
In
addition to research and pharmaceutical supply sales, Bright Green will be able to sell certain cannabinoids, such as CBN (cannabinol)
and CBG (cannabigerol) as hemp isolates or extracts, and plans to sell CBN and CBG hemp products to consumers where such products are
fully legal under all applicable laws. On August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG,
which meet the definition of “hemp” by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on
a dry weight basis, are outside of the DEA’s jurisdiction because they are not controlled under the CSA. Hemp and hemp products
were made legal by the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), which has been codified in 21 U.S.C. §
802(16)(B)(i), and 7 U.S.C. § 1639o. This hemp product business line will be in addition to our research and pharmaceutical
cannabis activities conducted under the DEA Registration.
Because
cannabis is still a Schedule I controlled substance in the U.S., it has been historically under-researched. Though the majority of Americans
now live in states where cannabis is legal, the full potential of the cannabis plant for medicinal use remains understudied due to limited
access to federally-approved cannabis. The DEA recently issued a call for more cannabis research supply based on the increased demand
for cannabis research in the U.S. As described herein, on April 28, 2023, we received the DEA Registration, which allows us to produce
federally legal cannabis, cannabis extracts, and tetrahydrocannabinol and to sell legally within the U.S. to licensed researchers and
pharmaceutical companies, in addition to qualifying us to export cannabis internationally.
BGC
must comply with the terms agreed upon pursuant to the MOA which include: submitting an Individual Procurement Quota on or before April
1 of each year utilizing DEA Form 250; submitting an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA Form
189; collecting samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during the
pendency of cultivation and prior to the DEA’s taking possession of the cannabis grown; providing the DEA with 15-day advance written
notification, via email, of its intent to harvest cannabis; following the DEA’s packaging, labeling, storage and transportation
requirements; distributing DEA’s stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing
the DEA with 15-day advance written notification of its intent to distribute cannabis; and invoicing the DEA for harvested cannabis that
it intends to sell to the DEA.
Having
received our DEA Registration, we are permitted to cultivate and manufacture cannabis, supply cannabis researchers in the U.S. and globally,
and produce cannabis for use in pharmaceutical production of prescription medicines within the U.S. Our DEA Registration permits our
cannabis activities under federal law, which sets BGC apart from most other U.S. cannabis companies.
We
have assembled an experienced team of medical professionals and researchers, international horticultural growers and experts, and construction
and cannabis production professionals, which we believe position us as a future industry leader in the production of cannabis.
Recent
Developments
May
2023 Private Placement
On
May 21, 2023, the Company entered into a securities purchase agreement (the “May Purchase Agreement”) with an accredited
investor and existing stockholder of the Company (the “May Investor”) for the sale by the Company of (i) 3,684,210 shares
(the “May Shares”) of the Company’s common stock, and (ii) warrants to purchase up to an aggregate of 3,684,210 shares
of common stock (the “May Warrant Shares”), in a private placement offering (the “May Private Placement”). The
combined purchase price of one May Share and accompanying warrant was $0.95.
Subject
to certain ownership limitations, the warrants are exercisable immediately after issuance at an exercise price equal to $0.95 per share
of common stock, subject to adjustments as provided under the terms of the warrants. The warrants have a term of five years from the
date of issuance.
The
May Private Placement closed on May 24, 2023. The Company received gross proceeds of approximately $3.5 million before deducting transaction
related fees and expenses payable by the Company. The Company intends to use the net proceeds for strategic investments, greenhouse operations,
repayment of certain indebtedness and working capital and general corporate purposes.
In
connection with the May Purchase Agreement, the Company entered in a registration rights agreement with the May Investor, whereby, among
other things, the Company agreed to file a resale registration statement on Form S-3 (or other appropriate and available form) within
fifteen calendar days of the date of the May Purchase Agreement, with the SEC, covering the May Shares and the May Warrant Shares, and
to cause such registration statement to become effective by the sixtieth calendar day following the date of the Purchase Agreement. On
June 5, 2023, the Company filed a registration statement on Form S-3 to register the May Shares and May Warrant Shares. Such registration
statement was declared effective by the SEC on June 14, 2023.
The
May Shares and accompanying warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering
and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions
under applicable state laws.
EF
Hutton, division of Benchmark Investments, LLC acted as the placement agent in connection with the May Private Placement (“Hutton”).
Pursuant to the placement agent agreement entered into between the Company and Hutton on May 21, 2023, Hutton was paid a commission equal
to 7.5% of the gross proceeds received by the Company in the May Private Placement. The Company also reimbursed Hutton $50,000 for out-of-pocket
expenses, including the reasonable fees, costs and disbursements of its legal counsel.
Corporate
Information
Our
principal executive offices are located at 1033 George Hanosh Boulevard Grants, NM 87020, and our telephone number is (833) 658-1799.
Our corporate website address is https://brightgreen.us. The Company believes that its existing facilities and other available properties
will be sufficient for its needs for the foreseeable future. Information contained on or accessible through our website is not a part
of this prospectus and should not be considered to be part thereof. The public may read and copy any materials that we file with the
SEC electronically through the SEC website (www.sec.gov). The information contained on the SEC’s website is not incorporated by
reference into this Registration Statement and should not be considered to be part thereof. We also provide access without charge to
all of our SEC filings, including copies of this Registration Statement, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K,
Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after filing or furnishing, on our website.
Implications
of Being an Emerging Growth Company and a Smaller Reporting Company
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to
take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal
control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley
Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments
not previously approved. We may remain an emerging growth company for up to five years from the date of the closing of our public offering,
or until such earlier time as we have more than $1.235 billion in annual revenue, the market value of our stock held by non-affiliates
is more than $700 million as of the final day of our second fiscal quarter, in which case we would cease to be an “emerging growth
company” as of the following final day of our fiscal year, or we issue more than $1 billion of non-convertible debt over a three-year
period.
We
are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700
million and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller
reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business
day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year
and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal
quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions
from certain disclosure requirements that are available to smaller reporting companies. For so long as we remain a smaller reporting
company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other
public companies that are not smaller reporting companies, such as providing only two years of audited financing statements.
ABOUT
THIS OFFERING
Prior
to the listing of our common stock on Nasdaq, there has been no public market for our common stock. Sales of a substantial number of
shares our common stock in the public market following our listing on Nasdaq, or the perception that such sales could occur, could adversely
affect the public price of our common stock and may make it more difficult for you to sell your shares at a time and price that you deem
appropriate. We will have no input if and when any Registered Stockholders may, or may not, elect to sell their shares or the prices
at which any such sales may occur.
Upon
our registration, a total of 158,357,000 shares of common stock were outstanding, and 158,249,000 shares were registered under this registration
statement, constituting substantially all of our outstanding shares of common stock. Any shares not registered hereunder are “restricted
securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public
sale only if they are registered under the Securities Act, including, but not limited to, the shares registered hereunder, or if they
qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted
securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S. With the exception
of shares owned by our directors, officers and certain stockholders, substantially all of our common stock may be sold after our initial
listing on Nasdaq, either by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance
with Rule 144 of the Securities Act.
Rule
144
In
general, under Rule 144 as currently in effect, once we have been subject to and in compliance with public company reporting requirements
of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible shareholder is entitled to sell such shares without
complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information
requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates
for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares of common
stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such
a person has beneficially owned the shares of common stock proposed to be sold for at least one year, including the holding period of
any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements
of Rule 144.
In
general, under Rule 144, as currently in effect, our affiliates or persons selling common stock on behalf of our affiliates are entitled
to sell shares 90 days after we become a reporting company. Within any three-month period, such shareholders may sell a number of shares
that does not exceed the greater of:
|
● |
1%
of the number of shares of common stock then outstanding, which will equal approximately shares immediately after our registration;
or |
|
|
|
|
● |
the
average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with
respect to such sale. |
Sales
under Rule 144 by our affiliates or persons selling shares of common stock on behalf of our affiliates also are subject to certain manner
of sale provisions and notice requirements and to the availability of current public information about us.
As
described herein, substantially all of our outstanding shares of our common stock are registered under this registration statement and
need not be sold under Rule 144.
Rule
701
Rule
701 generally allows a shareholder who was issued shares under a written compensatory plan or contract and who is not deemed to have
been an affiliate of our Company during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without
being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also
permits affiliates of our Company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements
of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after we become a reporting company
before selling those shares under Rule 701.
As
described herein, substantially all of our outstanding shares of our common stock are be registered under this registration statement
and need not be sold under Rule 701.
RISK
FACTORS
Investment
in our securities involves risks. Prior to making a decision about investing in our securities, you should consider carefully all of
the information included in and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable
prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC on April 17, 2023, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023,
filed with the SEC on May 22, 2023, as updated by annual, quarterly and other reports and documents we file with the SEC after the date
of this prospectus and that are incorporated by reference herein or in any applicable prospectus supplement or any free writing prospectus.
Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows,
which may result in the loss of all or part of your investment. The risks and uncertainties we have described are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business
operations. If any of these risks actually occur, our business and financial results could be harmed. In that case, the trading price
of our common stock or other securities could decline. To the extent a particular offering implicates additional known material risks,
we will include a discussion of those risks in the applicable prospectus supplement.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
registration statement and the documents incorporated by reference herein may contain “forward-looking statements” within
the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various
factors, including those set forth below under “Risk Factors” in this Registration Statement. Except as required by law,
we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise.
These statements, which represent our current expectations or beliefs concerning various future events, may contain words such as “may,”
“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate” or other words indicating future results, though not all forward-looking statements necessarily contain these
identifying words. Such statements may include, but are not limited to, statements concerning the following:
● |
the
initiation, design, cost, timing, progress and results of, and our expected ability to undertake certain activities and accomplish
our goals; |
● |
the
completion of our proposed transactions with third-parties, including but not limited to our proposed transaction with Alterola Biotech
Inc.; |
● |
the
likelihood or timing of any regulatory approval; |
● |
our
ability to successfully commercialize, and our expectations regarding commercial potential with respect to, our products; |
● |
the
rate and degree of market acceptance of our products; |
● |
the
size and growth potential of the markets for our products, and our ability to serve those markets; |
● |
our
ability to obtain and maintain intellectual property protection; |
● |
interactions
with regulatory authorities in the United States and foreign countries; |
● |
our
ability to attract and retain experienced and seasoned scientific and management professionals to lead the Company; |
● |
the
performance of our third-party suppliers and manufacturers, including our ability to scale-up manufacturing levels as necessary; |
● |
our
ability to attract collaborators with relevant development, regulatory and commercialization expertise; |
● |
future
activities to be undertaken by our strategic alliance partners, collaborators and other third parties; |
● |
our
ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; |
● |
our
ability to avoid, settle or be victorious at costly litigation with shareholders, former executives or others, should these situations
arise; |
● |
our
ability to obtain and deploy funding for our operations and to efficiently use our financial and other resources; |
● |
our
ability to continue as a going concern; and |
● |
the
accuracy of our estimates regarding future expenses, future revenues, capital requirements and need for additional financing. |
Such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance
to differ materially from those projected. These statements are only current predictions and are subject to known and unknown risks,
uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements
to be materially different from those anticipated by the forward-looking statements. In addition, historic results of scientific research,
preclinical and clinical trials do not guarantee that future research or trials will suggest the same conclusions, nor that historic
results referred to herein will be interpreted the same in light of additional research, preclinical and clinical trial results. The
forward-looking statements contained in this Registration Statement are subject to risks and uncertainties, including those discussed
in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we assume no obligation
to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
USE
OF PROCEEDS
The
Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent any Registered
Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales
of our common stock. See “Principal and Registered Stockholders.”
PRINCIPAL
AND REGISTERED STOCKHOLDERS
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our common stock as of June 29, 2023,
by:
|
● |
each
person known to be the beneficial owner of more than 5% of our outstanding common stock; |
|
● |
each
of our executive officers and directors; and |
|
● |
all
of our executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes
securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares
subject to options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by
the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the
persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially
owned by them. Unless otherwise noted, the business address of each of the directors and executive officers of the Company is c/o Bright
Green Corporation, 1033 George Hanosh Boulevard Grants, NM 87020.
Name and address of Beneficial Owner | |
Shares
Beneficially
Owned(1) | | |
Percentage of
Shares Beneficially
Owned(1) | |
5% Stockholders: | |
| | | |
| | |
E. Mailloux Enterprises, Inc. and related parties(2) | |
| 21,200,000 | | |
| 11.87 | % |
| |
| | | |
| | |
Named Executive Officers and Directors | |
| | | |
| | |
Seamus McAuley, CEO | |
| - | | |
| * | |
Terry Rafih, Executive Chairman | |
| 14,842,500 | | |
| 8.31 | % |
Saleem Elmasri, CFO | |
| 500,000 | | |
| * | |
Lynn Stockwell, Director | |
| 65,083,475 | | |
| 36.44 | % |
Dr. Alfie Morgan, Director | |
| 5,000 | | |
| * | % |
Dean Valore, Director | |
| 5,000 | | |
| * | % |
Robert Arnone, Director | |
| 105,000 | (3) | |
| * | % |
Directors and Executive Officers as a Group (7 persons)(4) | |
| 86,245,975 | (4) | |
| 48.29 | %(4) |
*
Less than 1%.
(1)
Based on 178,608,020 shares of common stock outstanding as of June 29, 2023. Any shares of common stock not
outstanding which are issuable upon the exercise or conversion of other securities held by a person within the next 60 days are considered
to be outstanding when computing such person’s ownership percentage of common stock but are not when computing anyone else’s
ownership percentage.
(2)
This information is solely based on the Company’s review of filings made on Schedule 13G with the SEC, relating to beneficial ownership
of 21,200,000 shares of common stock as of June 2, 2023. The address of E. Mailloux Enterprises, Inc. (“MEI”)
is 3129 Marentette Ave., Unit 2 Windsor ON N8X 4G1, Canada. Ernie Mailloux has voting and dispositive power with respect to the shares
of common stock held by MEI. Consists of 13,700,000 shares of common stock held by MEI, 7,500,000 shares of common stock held
by Cheryl Mailloux, wife of Mr. Mailloux. Mr. Mailloux may be deemed to have voting and dispositive power over shares of common stock
held by Mrs. Mailloux.
(3)
Includes 100,000 shares held by Aerigo Solutions Inc. Mr. Arnone has sole voting and dispositive power over the shares of common stock
held by Aerigo Solutions Inc.
(4)
Includes 100,000 shares beneficially owned by Douglas Bates, who resigned as Chief Financial Officer in March 2022 and 5,605,000 shares
beneficially owned by Edward Robinson, who resigned as Chief Executive Officer in June 2022 and as a director on July 1, 2022.
DESCRIPTION
OF OUR SECURITIES
The
following descriptions are summaries of the material terms of our certificate of incorporation and bylaws, each as amended and restated.
Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate
of incorporation and bylaws, forms of which are filed with the SEC as exhibits to the registration statement of which this prospectus
is a part, and applicable law.
General
Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.0001 per share, of which 178,608,020 were issued
and outstanding as of June 29, 2023, and up to 10,000,000 shares of preferred stock, $0.0001 par value per share,
of which none are issued or outstanding, as of the date hereof.
Common
Stock
As
of June 29, 2023, there were 178,608,020 shares of our common stock outstanding held by approximately 95
stockholders of record. Our amended and restated certificate of incorporation provides:
● |
holders
of common stock have voting rights for the election of our directors and all other matters requiring stockholder action, except with
respect to amendments to our certificate of incorporation that alter or change the powers, preferences, rights or other terms of
any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote on such an amendment; |
● |
holders
of common stock are entitled to one vote per share on matters to be voted on by stockholders and also are entitled to receive such
dividends, if any, as may be declared from time to time by our board of directors (the “Board”) in its discretion out
of funds legally available therefor; |
● |
the
payment of dividends, if any, on the common stock are subject to the prior payment of dividends on any outstanding preferred stock; |
● |
upon
our liquidation or dissolution, the holders of common stock will be entitled to receive pro rata all assets remaining available
for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock
outstanding at that time; and |
● |
our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to the common stock. |
Warrants
In
the Company’s September 2022 private placement that closed on September 12, 2022 (the “September 2022 Private Placement”),
warrants to purchase up to 9,523,810 shares of common stock were issued. The warrants were initially exercisable at a price of $1.05
per share, subject to adjustment as set forth in the warrants, at any time after September 12, 2022 and will expire on September 13,
2027. The shares of common stock underlying the warrants were registered for resale on a registration statement on Form S-1 (File No.
333-267546), originally filed with the SEC on September 22, 2022. The registration statement was declared effective on September 30,
2022. In connection with the May 2023 Private Placement, the exercise price of the warrants issued in the September 2022 Private Placement
was reduced to $0.95 per share.
In
the May 2023 Private Placement that closed on May 24, 2023, warrants to purchase up to 3,684,210 shares of common stock were issued.
The warrants shall be initially exercisable at a price of $0.95 per share, subject to adjustment as set forth in the warrants, are exercisable
any time after May 24, 2023 and will expire on May 24, 2028. The shares of common stock underlying the warrants were registered for
resale on a registration statement on Form S-3 (File No. 333-272431), originally filed with the SEC on June 5, 2023. The registration
statement was declared effective on June 14, 2023.
Preferred
Stock
Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our Board will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each
series. Our Board will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of our
Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. Although we do not currently intend to issue any shares of preferred stock, we cannot assure
you that we will not do so in the future.
Certain
Anti-takeover Provisions of Delaware Law, our Certificate of Incorporation and Bylaws
As
a Delaware corporation, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally has
an anti-takeover effect for transactions not approved in advance by our Board. This may discourage takeover attempts that might result
in payment of a premium over the market price for the shares of Common Stock held by stockholders. In general, Section 203 prohibits
a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is
approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or
other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person
who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder
status, 15% or more of BGC’s voting stock.
Under
Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the
following conditions:
● |
before
the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder; or |
|
|
● |
upon
consummation of the transaction which resulted in the stockholder becoming an interested outstanding, shares owned by: |
|
|
● |
persons
who are directors and also officers, and |
|
|
● |
employee
stock plans, in some instances; or |
|
|
● |
at
or after the time the stockholder became interested, the business combination was approved by the board of directors are authorized
at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock
which is not owned by the interested stockholder. |
Exclusive
Forum
Our
amended and restated bylaws provides, and current amended and restated certificate of incorporation currently provides, that unless we
consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by our directors, officers or other employees
to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting
a claim governed by the internal affairs doctrine, shall be a state or federal court located within the state of Delaware, in all cases
subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing
or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the above forum
exclusivity provisions. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation
and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable
or unenforceable.
The
forum selection provision is intended to apply “to the fullest extent permitted by applicable law,” subject to certain exceptions.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.
Special
meeting of stockholders
Our
amended and restated certificate of incorporation further provide that special meetings of our stockholders may be called by the Board
acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, the Chief Executive Officer
(of if there is no Chief Executive Officer, the President) or the Chairperson of the Board.
Requirements
for Advance Notification of Director Nominations and Stockholder Proposals
Our
amended and restated bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate
candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To
be timely to bring business before our annual meeting of stockholders (other than nominations), a stockholder’s notice needs to
be delivered to the secretary at our principal executive offices not later than the close of business on the 90th day nor
earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a date that is more than 30 days before or more than 70 days
after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the
120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the
close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the
Company. To be timely to nominate candidates for election as directors at our annual meeting of stockholders, a record stockholder’s
notice shall be received by the Company’s secretary at the principal executive offices of the Company not less than 45 or more
than 75 days prior to the one-year anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s
annual meeting of stockholders; provided, however, that, subject to the other provisions of our amended and restated bylaws, if the meeting
is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting,
or if no annual meeting was held in the preceding year, notice by a record stockholder to be timely must be so received not later than
the close of business on the later of (i) 90th day before such annual meeting or (ii) the 10th day following the day on which public
announcement of the date of such meeting is first made.
Our
amended and restated bylaws specify certain requirements as to the form and content of a stockholders’ meeting. These provisions
may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.
Authorized
but unissued shares
Our
amended and restated certificate of incorporation provides that authorized but unissued shares of Common Stock and preferred stock are
available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future
offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.
Removal
of directors
Our
amended and restated bylaws provide that a member of our Board may be removed from service as a director, with or without cause, only
by the affirmative vote of the holders of a majority of the shares of voting stock then outstanding and entitled to vote in an election
of directors.
Limitation
of Liability and Indemnification of Directors and Officers
Our
amended and restated bylaws provide that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware
law.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
We believe that these provisions, insurance and the indemnity agreements are necessary to attract and retain talented and experienced
directors and officers.
We
are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification, except as disclosed below.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “BGXX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Vstock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette
Place, Woodmere, NY 11598. The transfer agent and registrar can be contacted by phone at: (212) 828-8436.
PLAN
OF DISTRIBUTION
On
the day that our shares of common stock were initially listed on Nasdaq, Nasdaq began accepting, but not executing, pre-opening buy and
sell orders and began to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current
Reference Price was calculated each second and, during a 10-minute “Display Only” period, was disseminated, along with other
indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only”
period, a “Pre-Launch” period began, during which the Advisor, in its capacity as our financial advisor, notified Nasdaq
that our shares were “ready to trade.” After the Advisor has notified Nasdaq that our shares of common stock were ready to
trade, Nasdaq confirmed the Current Reference Price for our shares of common stock, in accordance with the Nasdaq rules. After the Advisor
then approved proceeding at the Current Reference Price, the applicable orders that have been entered were then executed at such price
and regular trading of our shares of common stock on Nasdaq commenced, subject to Nasdaq conducting validation checks in accordance with
the Nasdaq rules.
Under
the Nasdaq rules, the Current Reference Price means: (i) the single price at which the maximum number of orders to buy or sell can be
matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price
that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price);
(iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer
to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one
price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In
the event that more than one price existed under (iii), the Advisor exercised any consultation rights only to the extent that it was
able to do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable
relief granted thereunder.
In
determining the Current Reference Price, Nasdaq’s cross algorithms matched orders that have been entered into and accepted by Nasdaq’s
system. This occurred with respect to a potential Current Reference Price when orders to buy shares of common stock at an entered bid
price that is greater than or equal to such potential Current Reference Price are matched with orders to sell a like number of shares
of common stock at an entered asking price that is less than or equal to such potential Current Reference Price. To illustrate, as a
hypothetical example of the calculation of the Current Reference Price, if Nasdaq’s cross algorithms matched all accepted orders
as described above, and two limit orders remained — a limit order to buy 500 shares of common stock at an entered bid price of
$10.01 per share and a limit order to sell 200 shares of common stock at an entered asking price of $10.00 per share — the Current
Reference Price would be selected as follows:
|
● |
Under
clause (i), if the Current Reference Price is $10.00, then the maximum number of additional shares that can be matched is 200. If
the Current Reference Price is $10.01, then the maximum number of additional shares that can be matched is also 200, which means
that the same maximum number of additional shares would be matched at the price of either $10.00 or $10.01. |
|
● |
Because
more than one price under clause (i) exists, under clause (ii), the Current Reference Price would be the price that minimizes the
imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price). Selecting
either $10.00 or $10.01 as the Current Reference Price would create the same imbalance in the limit orders that cannot be matched,
because at either price 300 shares would not be matched. |
|
● |
Because
more than one price under clause (ii) exists, under clause (iii), the Current Reference Price would be the entered price at which
orders for shares of common stock at such entered price will remain unmatched. In such case, choosing $10.01 would cause 300 shares
of the 500 share limit order with the entered price of $10.01 to remain unmatched, compared to choosing $10.00, where all 200 shares
of the limit order with the entered price of $10.00 would be matched, and no shares at such entered price remain unmatched. Thus,
Nasdaq would select $10.01 as the Current Reference Price, because orders for shares at such entered price will remain unmatched.
The above example (including the prices) is provided solely by way of illustration. |
The
Advisor determined when our shares of common stock were ready to trade and approved proceeding at the Current Reference Price primarily
based on considerations of volume, timing and price. In particular, the Advisor determined, based primarily on pre-opening buy and sell
orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open
trading at the Current Reference Price. If the Advisor did not approve proceeding at the Current Reference Price (for example, due to
the absence of adequate pre-opening buy and sell interest), the Advisor requested that Nasdaq delay the opening until such a time that
sufficient price discovery has been made to ensure that a reasonable amount of volume crosses on the opening trade. Further, in the event
that Nasdaq consulted with the Advisor as described in clause (iv) of the definition of Current Reference Price, the Advisor requested
that Nasdaq delay the opening to ensure a single opening price within clauses (i), (ii) or (iii) of the definition of the Current Reference
Price. The Registered Stockholders were not involved in Nasdaq’s price-setting mechanism, and did not coordinate or be in communication
with the Advisor including with respect to any decision by the Advisor to delay or proceed with trading.
Similar
to a Nasdaq-listed firm-commitment underwritten initial public offering, in connection with the listing of our shares of common stock,
buyers and sellers who have subscribed had access to Nasdaq’s Order Imbalance Indicator (the “Net Order Imbalance Indicator”),
a widely available, subscription-based data feed, prior to submitting buy or sell orders. Nasdaq’s electronic trading platform
simulates auctioned every second to calculate a Current Reference Price, the number of shares of common stock that can be paired off
the Current Reference Price, the number of shares of common stock that would remain unexecuted at the Current Reference Price and whether
a buy-side or sell-side imbalance exists, or whether there is no imbalance, to disseminate that information continuously to buyers and
sellers via the Net Order Imbalance Indicator data feed.
However,
because this was not an initial public offering being conducted on a firm-commitment underwritten basis, there were no traditional book
building process. Moreover, prior to the opening trade, there was no price at which underwriters initially sold shares of common stock
to the public, as there would have been in a firm-commitment underwritten initial public offering. The lack of an initial public offering
price could have impacted the range of buy and sell orders collected by Nasdaq from various broker-dealers. See “Risk Factors—Risks
Related to Ownership of Our Common Stock — Our listing differs significantly from an initial public offering conducted on a firm-commitment
basis. An active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.”
In
addition, to list on Nasdaq, we are also required to have at least three registered and active market makers. We expect that the Advisor
will act as a registered and active market maker and will engage other market makers.
In
addition to sales made pursuant to this prospectus, the shares of common stock covered by this prospectus may be sold by the Registered
Stockholders in private transactions exempt from the registration requirements of the Securities Act.
Under
the securities laws of some states, shares of common stock may be sold in such states only through registered or licensed brokers or
dealers.
If
any of the Registered Stockholders utilize a broker-dealer in the sale of the shares of common stock being offered by this prospectus,
such broker-dealer may receive commissions in the form of discounts, concessions or commissions from such Registered Stockholder or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal.
We
have engaged EF Hutton as our financial advisor to advise and assist us with respect to certain matters relating to our listing.
The services expected to be performed by the Advisor will include providing advice and assistance with respect to defining objectives,
analyzing, structuring and planning the listing and developing and assisting with our investor communication strategy in relation to
this listing.
However,
the Advisor will not be engaged to otherwise facilitate or coordinate price discovery activities or sales of shares of our common stock
in consultation with us, and will not be permitted to, and will not be instructed by us to, plan or actively participate in any investor
education activities, except as described herein.
Prior
to the financial advisory services provided by the Advisor to the Company in connection with the listing of our securities, neither the
Advisor nor any affiliates of the Advisor have provided services of any kind to the Company. However, the Advisor is a full service financial
institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, investment research, principal investment, hedging, financing and brokerage activities. The Advisor and their
affiliates may, from time to time, perform financial advisory and investment banking services for us, for which they would receive customary
fees, discounts and customary payments including but not limited to certain expense reimbursements.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Dentons US LLP.
EXPERTS
The
financial statements of Bright Green Corporation as of December 31, 2022 and 2021 , and for each of the two years in the period
ended December 31, 2022, incorporated by reference in this registration statement, have been audited by SRCO, C.P.A., Professional
Corporation, an independent registered public accounting firm, as set forth in their report, and have been incorporated herein by reference
in reliance upon such report, given on the authority of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act, with respect to the shares of common stock being
offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information
set forth in the registration statement or the exhibits and schedules filed therewith. Statements contained in this prospectus regarding
the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,
and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit
to the registration statement.
We
are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports,
proxy statements and other information with the SEC. We also maintain a website at www.brightgreen.us. You may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained
on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference
only.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference
the documents filed with the SEC listed below:
● |
Our
Annual Report on Form
10-K for the fiscal year ended December 31, 2022; |
● |
Our
Quarterly Report on Form 10-Q, for the quarter ended March
31, 2023, filed with the SEC on May 22, 2023; and |
|
|
● |
Our
Current Reports on Form 8-K filed with the SEC on February 15, 2023, May 4, 2023, and May 24, 2023; and |
|
|
● |
The description of the registrant’s
common stock contained in the registrant’s registration statement on Form 8-A, filed by the registrant with the Commission
under Section 12(b) of the Exchange Act, on May 13, 2022, including any amendments or reports filed for the purpose of updating such
description. |
In
addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
date of this prospectus and prior to the termination of the offering of the securities to which this prospectus relates, shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents. However, any documents
or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC,
including without limitation any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant
to Item 9.01 of Form 8-K, shall not be deemed to be incorporated by reference in this prospectus.
Any
statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
the purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You
can request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
Bright
Green Corporation
1033
George Hanosh Boulevard
Grants,
NM 87020
Attn:
Corporate Secretary
(833)
658-1799
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth all costs and expenses paid or payable by us in connection with the sale of the common stock being registered.
All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the listing fee for the Nasdaq Capital
Market.
|
|
USD |
|
SEC
registration fee |
|
$ |
* |
|
FINRA
filing fee |
|
|
* |
|
Legal
fees and expenses |
|
|
* |
|
Accounting
fees and expenses |
|
|
* |
|
Printing
expenses |
|
|
* |
|
Transfer
agent fees and expenses |
|
|
* |
|
Nasdaq
listing fee |
|
|
* |
|
Blue
sky fees and expenses |
|
|
* |
|
Miscellaneous
expenses |
|
|
* |
|
Total |
|
$ |
* |
|
*
To be filed by amendment.
Item
15. Indemnification of Directors and Officers.
We
are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides
that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director, employee, or agent of such corporation, or is or was serving
at the request of such person as an officer, director, employee, or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his or her conduct was illegal. Our amended and restated bylaws includes such provisions related
to our authority to indemnify a director, officer, employee, fiduciary, or agent.
Section
145 of the DGCL also provides that Delaware corporation may indemnify any person who is, or is threatened to be made, a party to any
threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director,
officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee,
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation.
Under
the DGCL, where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation
must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Article VIII of our
amended and restated bylaws contains a mandatory indemnification provision, which requires us to indemnify a person in the defense
of any proceeding to which the person was a party because the person is or was a director or officer, against reasonable expenses incurred
by him or her in connection with the proceeding.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except
for liability for any:
|
● |
breach
of a director’s duty of loyalty to the corporation or its stockholders; |
|
|
|
|
● |
act
or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
|
|
|
|
● |
unlawful
payment of dividends, stock purchase or redemption of shares; or |
|
|
|
|
● |
transaction
from which the director derives an improper personal benefit. |
Our
amended and restated certificate of incorporation does not include such a provision.
Pursuant
to Article VIII of our amended and restated bylaws, expenses incurred by any officer or director in defending any proceeding in advance
of its final disposition shall be paid by us upon delivery to us of an undertaking by or on behalf of such director or officer, to repay
all amounts advanced if it should ultimately be determined that such director or officer is not entitled to be indemnified by us.
Section
174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends
or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful
actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered on the
books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent
director receives notice of the unlawful acts.
We
have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under
the Securities Act, or otherwise.
Item
16. Exhibits.
See
the Exhibit Index attached to this registration statement and incorporated herein by this reference.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424 (§230.424 of this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions described in Item 15, or otherwise, the registrants have been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, each appropriate registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
Exhibit
Index |
|
Description |
2.1 |
|
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 |
2.2 |
|
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 |
2.3 |
|
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 |
3.1 |
|
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 |
3.2 |
|
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. |
3.3 |
|
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 |
3.4 |
|
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. |
3.5 |
|
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. |
4.1 |
|
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. |
4.2 |
|
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 |
5.1 |
|
Opinion of Dentons US LLP, filed as Exhibit 5.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2022. |
10.1 |
|
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 |
10.2 |
|
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 |
10.3# |
|
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 |
10.4 |
|
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 |
10.5 |
|
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 |
10.6 |
|
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. |
10.7 |
|
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. |
10.8 |
|
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. |
10.9 |
|
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. |
10.10 |
|
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. |
23.1* |
|
Consent of SRCO, C.P.A., Professional Corporation |
23.2 |
|
Consent of Dentons US LLP (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on page II-6) |
107 |
|
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 |
101.INS |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline
XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
104.1 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
*
Filed herewith.
#Certain
schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies
of omitted schedules and exhibits to the SEC or its staff upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grants, State of New Mexico, on the 30th
day of June, 2023.
|
BRIGHT
GREEN CORPORATION |
|
|
|
|
By: |
/s/
Seamus McAuley |
|
Name: |
Seamus
McAuley |
|
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seamus McAuley and Saleem Elmasri,
and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and
to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, his, hers or their substitute or substitutes, may
lawfully do or cause to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Seamus McAuley |
|
Chief
Executive Officer |
|
June
30, 2023 |
Seamus
McAuley, Chief Executive Officer |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Terry Rafih |
|
Executive
Chairman of the Board of Directors |
|
June
30, 2023 |
Terry
Rafih, Chairman |
|
|
|
|
|
|
|
|
|
/s/
Saleem Elmasri |
|
Chief
Financial Officer |
|
June
30, 2023 |
Saleem
Elmasri, Chief Financial Officer |
|
(Principal
Financial Officer) |
|
|
|
|
|
|
|
/s/
Alfie Morgan |
|
Director |
|
June
30, 2023 |
Dr.
Alfie Morgan, Director |
|
|
|
|
|
|
|
|
|
/s/
Lynn Stockwell |
|
Director |
|
June
30, 2023 |
Lynn
Stockwell, Director |
|
|
|
|
|
|
|
|
|
/s/
Dean Valore |
|
Director |
|
June
30, 2023 |
Dean
Valore, Director |
|
|
|
|
|
|
|
|
|
/s/
Robert Arnone |
|
Director |
|
June
30, 2023 |
Robert
Arnone, Director |
|
|
|
|
Exhibit
23.1
|
SRCO, C.P.A., Professional Corporation
Certified Public Accountants
14 Wynngate Lane
Amherst, NY 14221
U.S. A
Tel: 416 428 1391 & 416 671 7292
Fax: 905 882 9580
Email: info@srco.ca |
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form S-3 of Bright Green Corporation of our report
dated April 17, 2023, relating to the financial statements of Bright Green Corporation, appearing in the annual report on Form 10-K for
the years ended December 31, 2022 and 2021.
/s/
SRCO, C.P.A., Professional Corporation
Amherst,
NY
June
30, 2023
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