UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF

ofTHE ~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF 1934 Date of ~~1934~~Report (Date of earliest event reported): November 15, 2024

~~Date~~Bright ofGreen ~~Report (date of earliest event reported) September 16, 2024~~Corporation

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)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1033 George Hanosh Boulevard

Grants, NM

87020

(Address of principal executive offices)

(Zip Code)

~~Grants,~~Registrant’s NMtelephone ~~87020~~number, including area code: (833) 658-1799

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~and~~if ~~zip~~changed ~~code~~since last report)

(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 (1717CFR ~~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~~SECTION ~~1.01.~~5 ~~Entry~~– ~~into~~Corporate aGovernance ~~Material~~and ~~Definitive Agreement.~~Management

OnItem ~~September~~5.07 ~~16,~~Submission ~~2024, Bright Green Corporation (the “Company”) and Lynn Stockwell (“Lender”) entered into a Secured Amended and Restated Line~~ of ~~Credit~~Matters ~~Note, which is filed as Exhibit 10.1~~ to ~~this~~a ~~Current~~Vote ~~Report on Form 8-K, amending and restating the terms~~ of ~~the~~Security ~~original note entered into on November 14, 2022, which was originally amended and restated August 19, 2024 (as amended and restated, the “Note”)~~Holders.

~~The~~On ~~Note~~November ~~provides~~15, ~~among other things~~2024, ~~upon~~we ~~the~~held ~~Lender~~our ~~making~~2024 aAnnual ~~new~~Meeting ~~advance in the principal amount~~ of ~~at least $2,500,000 under~~ the ~~terms of the Note (the “Required Funding”) to be received by the Company no later than two business days following the execution of the Note~~shareholders, ~~all~~at ~~obligations~~which ~~due under~~ the ~~Note~~shareholders ~~shall~~voted ~~be secured by (i) a first lien mortgage~~ on the ~~Company’s~~matters ~~fee~~disclosed ~~interest~~ in ~~the~~our Proxy ~~real~~Statement. ~~property~~The ~~and~~total ~~improvements~~number ~~thereon,~~of ~~including,~~shares ~~without~~entitled ~~limitation,~~to ~~the~~vote ~~land, buildings, fixtures, equipment and machinery located~~ at ~~1033~~the ~~George~~Meeting ~~Hanosh~~was ~~Blvd~~191, ~~Grants~~166,318 ~~NM 87020 (the “Property”)~~ and athere ~~first~~were ~~priority~~present ~~assignment~~at ofthe ~~leases and rents~~Meeting, ~~(ii)~~ ~~a first priority security interest~~ in person ~~all~~or ~~accounts~~by ~~receivable of Company~~proxy, ~~(iii) an assignment of all contracts~~104, ~~licenses~~573,341 ~~permits~~shares, ~~plans,~~ ~~specifications~~which ~~and~~constituted ~~other~~a ~~documentation~~quorum ~~with~~for ~~respect to~~ the ~~Property,~~Meeting. ~~and~~The ~~(iv)~~final ~~such~~voting ~~other~~results ~~collateral~~for asthe ismatters ~~customary~~submitted to ~~for~~ a ~~loan~~ vote of ~~this type, including additional real property if~~ the ~~acquisition~~shareholders ofwere ~~such~~as ~~property occurs while this Note is outstanding.~~follows:

~~The~~Proposal Note also provides for a conversion feature pursuant to which Lender may, at Lender’s discretion, convert up to $4 million of the outstanding principal and interest balance of the Note into shares of the Company’s newly designated Series A Preferred Stock, par value $0No.~~0001~~ (the “Series A Preferred Stock”) at a conversion price of $0.40 per share, provided the Required Funding was received. Further pursuant to the terms of the Note, the Company agreed to file the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock with the Delaware Secretary of State, which is filed as Exhibit 3.1 ~~to this Current Report on Form 8~~-K ~~(the~~Election ~~“Certificate~~ of ~~Designation”), within two business days following receipt of the Required Funding.~~Directors

~~Pursuant~~Our toshareholders ~~the~~elected ~~Certificate of Designation, each share of Series A Preferred Stock, subject to~~ the ~~Stockholder~~persons ~~Approval~~listed ~~(as defined~~ below~~), shall~~ befor ~~convertible~~a at the election of the holder (or automatically if the balance is not repaid by December 31, 2024), into 14 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the “Conversion Shares”). Each share of Series A Preferred Stock is generally entitled to one-year ~~vote~~term ~~per~~expiring ~~share, provided that no shares of Series A Preferred Stock are entitled to vote on the proposal related to the Stockholder Approval to occur~~ at aour ~~meeting~~2025 ofAnnual ~~stockholders.~~Meeting ~~Other~~or ~~than~~until ~~the~~their ~~right of each holder to convert the Series A Preferred Stock~~respective ~~into~~successors ~~the~~are ~~Conversion~~duly ~~Share,~~elected ~~subject to the Stockholder Approval, there Series A Preferred Stock has equal distribution~~ and ~~dividend rights as the Common Stock.~~qualified:

Subject to the terms and limitations contained in the Certificate of Designation, the Series A Preferred Stock will not be convertible into Common Stock until the Company’s stockholders approve the issuance of the Conversion Shares upon conversion of the Series A Preferred Stock (the “Stockholder Approval”). The Stockholder Approval is required because, if and when the Conversion Shares would be issued, it represents the issuance of shares of Common Stock by the Company (i) to Lender, a director of the Company, below the “Minimum Value” as defined by The Nasdaq Stock Market, LLC, (ii) representing the potential issuance of more than 19.99% of the outstanding Common Stock of the Company below the “Minimum Price”, and (iii) representing a potential “change of control” of the Company. The Certificate of Designation provides that as soon as practicable, after the Required Funding has been received, the Company will file a preliminary proxy statement for a vote of the Company’s stockholders to approve the issuance of the Conversion Shares, if and when the shares of Series A Preferred Stock are issued upon conversion of the Note.

	FOR	AGAINST	BROKER NON VOTES
Robert Arnone	86,108,925	4,971,292	13,493,124
Sean Deson	86,108,927	4,971,290	13,493,124
Gurvinder Singh	86,044,761	5,035,456	13,493,124
Lynn Stockwell	90,797,440	332,777	13,493,124
Dean Valore	86,034,967	5,045,250	13,493,124

~~The~~Proposal ~~Note contains certain representations and warranties, covenants and indemnities customary for similar transactions~~No. ~~The~~2 ~~representations, warranties~~– ~~and~~Reverse ~~covenants~~Stock ~~contained~~Split ~~in the Note were made solely for the benefit of the parties to the Note and may be subject to limitations agreed upon by the contracting parties.~~Proposal

~~The~~Our ~~foregoing~~shareholders ~~descriptions~~voted ofto authorize the ~~Certificate~~Company’s ofBoard, ~~Designation~~in ~~and~~its ~~the~~discretion ~~Note~~but doprior ~~not purport~~ to bethe ~~complete~~one-year ~~and~~anniversary ~~are~~of ~~qualified~~the indate ~~their~~on ~~entirety~~which the proposal is approved by the ~~full~~Company’s ~~text~~stockholders ofat the ~~Certificate~~Annual ofMeeting, ~~Designation~~to amend our amended and ~~the~~restated ~~Note,~~certificate ~~which~~of incorporation ~~are~~to ~~filed~~effect asa ~~Exhibit~~reverse ~~3.1~~stock ~~and~~split ~~Exhibit~~of 10all of the outstanding shares of our common stock, par value $0.10001 toper ~~this~~share, ~~Current~~at ~~Report~~a onratio ~~Form~~in 8the range of 1-K,for-5 ~~respectively~~to 1-for-50, ~~and~~with ~~are~~such ~~incorporated~~ratio ~~herein~~to be determined by ~~reference~~the Board.

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

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
101,489,864		2,614,301		469,174		0

~~The~~Proposal ~~information contained above in Item 1~~No.01 is3 ~~hereby~~– ~~incorporated~~Stock byIssuance ~~reference into this Item 2.03.~~Proposal

~~Item~~Our 3shareholders voted to approve the potential issuance of common stock upon the conversion of Series A Convertible Preferred Stock, par value $0.020001 ~~Unregistered~~per ~~Sales~~share (the “Series A Preferred Stock”), pursuant to the terms of ~~Equity~~the ~~Securities~~Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock governing the Series A Preferred Stock.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Upon conversion of the Note, the Series A Preferred Stock, and upon conversion of the Series A Preferred Stock, the Conversion Shares, will be issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemptions therefrom in transactions not involving a public offering, and in reliance on similar exemptions under applicable state laws.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
90,064,069		883,386		132,760		13,493,126

~~Item~~Proposal 5No.03 ~~Amendments~~4 to– ~~Articles~~Ratification of ~~Incorporation~~Independent orRegistered ~~Bylaws;~~Public ~~Change~~Accounting ~~in Fiscal Year.~~Firm

~~The~~Our ~~information~~shareholders ~~contained~~ratified ~~above~~the inappointment ~~Item~~of 1SRCO, C.01P.A., isProfessional ~~hereby~~Corporation ~~incorporated~~as byour ~~reference~~independent ~~into~~registered ~~this~~public ~~Item~~accounting 5firm for fiscal 2024.~~03.~~

Item 9.01 Financial Statements and Exhibits.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
104,178,428		338,669		56,244		0

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)

~~SIGNATURE~~SIGNATURES

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: September 18, 2024	Bright Green Corporation
	By:	/s/ Saleem Elmasri
		Saleem Elmasri
		Chief Financial Officer

Bright Green Corporation

/s/ Saleem Elmasri
Saleem Elmasri
Chief Financial Officer

Date November 18, 2024

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