UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 ____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2025

~~Date~~Bright ofGreen ~~Report~~ Corporation (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~December~~in ~~20,~~its ~~2024~~charter)

Bright Green Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41395

83-4600841

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1033 George Hanosh Boulevard Grants, NM		87020
401 E Las Olas Blvd #1400 Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 658-1799

________________________________________________

(Former name or former address, if changed since last report)

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 (17CFR 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. ☐

~~SECTION~~Item 51.01 –Entry ~~CORPORATE~~into ~~GOVERNANCE~~a ~~AND~~Material ~~MANAGEMENT~~Definitive Agreement.

~~Item~~The ~~5.02~~information ~~Departure~~set offorth ~~Directors~~in orItem ~~Certain~~1.03 ~~Officers;~~below ~~Election~~with ofrespect ~~Directors;~~to ~~Appointment~~the ofRestructuring ~~Certain~~Support ~~Officers;~~Agreement ~~Compensatory~~(as ~~Arrangements~~defined ofbelow) is incorporated herein ~~Certain~~by ~~Officers~~reference.

OnItem ~~December 20, 2024, Mr~~1.03 ~~Gurvinder~~Entry ~~Singh~~into ~~resigned~~Restructuring asSupport a member of the board of directors (the “Board”) and as Chief Executive Officer of Bright Green Corp. (the “Company”). On same date, Sean Deson, Robert Arnone and Dean Valore resigned as members of the Board of the Company and Mr. Saleem Elmasri resigned as the Chief Financial Officer of the Company. Their resignations were not the result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.Agreement

AsOn aJanuary ~~result~~21, of2025, the ~~above~~Company ~~resignations~~entered ofinto a Restructuring Support Agreement (the ~~Board~~“Agreement”) with Lynn Stockwell, the Company’s major shareholder, founder, and sole ~~member~~officer ofand director (the ~~Board~~“Plan isSponsor”). Among other things, the ~~current~~Restructuring ~~Chair~~Support Agreement ofprovides that the Plan Sponsor will support the Company’s restructuring efforts as set forth in, ~~Ms.~~and ~~Lynn~~subject ~~Stockwell~~to the terms and conditions of, the Restructuring Support Agreement.

OnThe ~~December~~Plan ~~27,~~Sponsor ~~2024,~~has supported the ~~Board~~Company ~~appointed~~financially ~~Ms.~~and ~~Lynn~~on ~~Stockwell~~numerous asoccasions ~~Chief~~over ~~Executive~~the ~~Officer.~~last ~~The~~4 ~~employment~~years ~~history~~and ~~for~~currently ~~Ms.~~has ~~Stockwell~~a ~~and~~pre-petition ~~material~~secured ~~transactions~~note ~~she~~(the is“Note”) ~~involved~~ in ~~with~~an ~~our~~amount ~~company~~totaling ~~are~~not ~~set~~less ~~forth~~than $2,825,000, consisting of principal in the ~~Annual~~aggregate ~~Report~~amount onof ~~Form~~$2,500,000 plus ~~10-K/A~~applicable ~~filed~~interest, ~~with~~fees and costs in the ~~SEC~~amount onof ~~April~~approximately 29$325,000. ~~2024,~~Pursuant to the Note and that certain Certificate of Designation of Preferences, Rights and ~~the~~Limitations ~~Current~~of ~~Reports~~Series onA ~~Form~~Convertible ~~8-K~~Voting ~~filed~~Preferred Stock, the Company granted Ms. Stockwell with shareholder approval the ~~SEC~~right onto ~~August~~convert ~~19,~~the ~~2024~~funds ~~and~~advanced ~~September~~under 18the Note into Series A Convertible Voting Preferred Stock in the Company if the Company did not repay the amounts advanced under the Note by December 31, 2024.

~~Section~~In 7lieu of the Plan Sponsor exercising her remedies under the Note and converting all of the amounts extended under the Note to Series A Preferred Stock, the Company and the Plan Sponsor have agreed that the Company will undergo a restructuring transaction in accordance with, and subject to the terms and conditions set forth in, the Agreement, consistent in all respects with a Prepackaged Chapter 11 Plan of Reorganization (the “Plan”). The Plan generally provides, among other things, for (1) the funding of the Exit Facility (described below) by the Plan Sponsor; (2) the payment in full in cash of all allowed administrative claims and allowed professional fee claims from the proceeds of the Exit Facility; (3) the roll-up ~~Regulation~~of FDthe Note into the Exit Facility and its repayment pursuant to the terms of the Exit Facility; and (4) the reorganization of the Company by (i) repaying holders of allowed general unsecured claims in the form of 20% in cash plus 80% in new common stock, (ii) issuing common stock in the Company to the holders of common stock, and (iii) retiring, cancelling, extinguishing and/or discharging the Company’s outstanding warrants.

~~Item~~The 7restructuring transaction contemplates that, the Plan Sponsor will fund the Company $5,400,000 (the “Exit Facility”) for its working capital needs, less any amount the Plan Sponsor may provide to the Company in the form of post-petition financing (the “DIP Facility”), on the Effective Date and will permit the Company to retain any cash reflected on the Company’s balance sheet as of the Effective Date.01 ~~Regulation~~The FDCompany ~~Disclosure~~is currently anticipating that the DIP Facility will need to be in the amount of $300,000.

OnThe ~~December~~Plan 27shall provide that the Plan Sponsor’s claim shall be in the amount of $2,825,000, ~~2024~~$1,000,000 ~~the~~of ~~Company~~which ~~issued~~shall be converted into 10,000,000 shares of Series A Convertible Voting Preferred Stock with a ~~press~~conversion ~~release~~rate ~~concerning~~of ~~the~~one ~~resignations~~preferred share to 16 common shares of stock. The $1,825,000 balance of the ~~new~~claim ~~appointment~~shall asbe ~~CEO,~~rolled into the Exit Facility on the Effective Date and aits ~~plan~~repayment shall be secured pursuant to the terms of ~~restructuring~~the Exit Facility Loan Agreement.

~~The~~Further ~~press~~under ~~release~~the isAgreement, ~~furnished~~the ~~with~~Company ~~this~~anticipates ~~Current~~changing ~~Report~~its onname ~~Form~~to ~~8-K~~Drugs asMade ~~Exhibits~~In 99America Corp.1. The ~~information~~new ~~furnished~~management ~~under this Item 7.01~~ and ~~Item~~ ~~9.01~~Board of ~~this~~Directors for ~~Current~~Drugs ~~Report~~Made onin ~~Form~~America ~~8-K, including Exhibit 99~~Corp.1, ~~shall~~will ~~not~~ be ~~deemed~~expected to behave ~~“filed” for~~ the ~~purposes of~~necessary ~~Section~~experience 18to ofmanage ~~the~~controlled ~~Securities~~substance ~~Exchange~~production, ~~Act~~supply ofand production ~~1934~~contracts, ~~as amended, or otherwise subject to~~ the ~~liabilities~~EB-5 ~~of that section~~program, ~~nor~~franchise ~~shall it~~management beSOPs ~~deemed~~and ~~incorporated~~the bydrug ~~reference~~supply inchain. ~~any~~The ~~registration~~Plan ~~statement~~Sponsor orwill ~~other~~assume ~~filing under~~ the ~~Securities~~role ~~Act~~ of ~~1933, as amended, regardless~~ ofCEO ~~any~~and ~~general~~Executive ~~incorporation~~Chair byfor ~~reference~~a ~~language~~two-year inperiod ~~such~~until ~~filing,~~the ~~except~~implementation asis ~~shall be expressly set forth by specific reference in any such filing~~complete.

The restructuring of the Company and subsequent name change, contemplates that, the Plan Sponsor will further organize and strengthen the operations with a joint venture with at least one federal agency to undertake the research of all plant based controlled substances at its Grants, New Mexico facility on a cost-plus basis. The Company further contemplates engaging by contract with 60 participant franchisees to build, own and manage their own facilities capable of meeting the demand of plant based controlled substances API “active pharmaceutical ingredients” under the company’s authorization.

Prior to the petition filing in bankruptcy, the Company shall solicit votes on the Plan from holders of general unsecured claims in accordance with sections 1125(g) and 1126(b) of the Bankruptcy Code. The Company must obtain votes accepting the Plan from two-thirds of holders of general unsecured creditors and that represents half of the amount of the total general unsecured claim pool.

The Plan also contemplates a “Reverse Split” of all outstanding common stock at a ratio of 50-1. The holders of our outstanding common stock shall then receive the number of new common stock after accounting for the Reverse Split. While holders of our common stock will receive the same number of shares of new common stock as they held prior to the Chapter 11 case, the total number of shares of new common stock will increase because of the distribution of common stock to holders of general unsecured claims.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

On January 23, 2025, the Company issued a press release announcing that the Company had entered into the Agreement in anticipation of filing a petition to initiate the chapter 11 case in the United States Bankruptcy Court for the Southern District of Florida. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Information Regarding Trading in the Company’s Securities.

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case, and the effectiveness of the Plan is subject to numerous conditions, including approval by the Bankruptcy Court.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on the Company’s current expectations, estimates, and projections about the businesses and prospects of the Company and its subsidiaries, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated ~~December~~January 27, ~~2024~~2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Bright Green Corporation ~~/s/ Lynn Stockwell Lynn Stockwell CEO and Director Date December 27, 2024~~

3/s/ Lynn Stockwell Lynn Stockwell CEO and Director Date January 27, 2025

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