UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number: 001-41395

BRIGHT GREEN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

83-4600841

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1033 George Hanosh Boulevard

Grants, NM

87020

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2022 there were 169,342,300 shares of the registrant’s common stock outstanding and nil shares of the registrant’s preferred shares outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		2

Item 1	Financial Statements (unaudited)	2
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	3
	Condensed Statements of Operations and Comprehensive loss (unaudited) for the three and nine months ended September 30, 2022 and September 30, 2021	4
	Condensed Statements of Changes in Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2022 and September 30, 2021	5
	Condensed Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and September 30, 2021	6
	Notes to the Condensed Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4	Controls and Procedures	28

PART II. OTHER INFORMATION		30

Item 1	Legal Proceedings	30
Item 1A	Risk Factors	30
Item 2	Unregistered Sales of Equity Securities	33
Item 3	Defaults Upon Senior Securities	33
Item 4	Mine Safety Disclosures	33
Item 5	Other Information	33
Item 6	Exhibits	34

Signatures		35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “continues,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “would” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Quarterly Report on Form 10-Q, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this Quarterly Report on Form 10-Q.

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. The matters summarized under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Quarterly Report on Form 10-Q could cause our actual results to differ significantly from those contained in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

In light of these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments, except as required by applicable law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

Condensed Financial Statements (Unaudited)

BRIGHT GREEN CORPORATION

September 30, 2022 and 2021

(Expressed in United States Dollars)

BRIGHT GREEN CORPORATION

For the Three Months and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

Table of Contents

Condensed Balance Sheets	3
Condensed Statements of Operations and Comprehensive Loss	4
Condensed Statements of Changes in Stockholders’ Equity	5
Condensed Statements of Cash Flows	6
Notes to the Condensed Financial Statements	7-21

BRIGHT GREEN CORPORATION

Condensed Balance Sheets

As at September 30, 2022 and December 31, 2021

(Expressed in United States Dollars)


	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	4,062,457			1,282,565
Prepaid expenses and other assets		90,594			168,226
Total current assets		4,153,051			1,450,791

Deposits (Note 5 and 9)		1,427,973			-
Property, plant, and equipment (Note 7)		12,417,408			7,328,764
Intangible assets (Note 8)		1,000			1,000

Total assets	$	17,999,432			8,780,555

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,048,005			149,935
Accrued liabilities (Note 12)		379,092			18,027
Due to related party (Note 12)		392,194			-
Total current liabilities		2,819,291			167,962

Long-term liabilities
Due to related party (Note 12)		-			392,194
Related party line of credit note (Note 10)		2,034,497			-
Total long-term liabilities		2,034,497			392,194

Total liabilities		4,853,788			560,156

STOCKHOLDERS’ EQUITY
Common stock; $.0001 par value; 200,000,0000 shares authorized; 169,342,300 and 157,544,500 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively (Note 11)		16,933			15,754
Common stock to be issued (Note 11)		3,844,500			-
Additional paid-in capital (Note 11)		41,382,411			14,618,389
Accumulated deficit		(32,098,200	)		(6,413,744	)
Total stockholders’ equity		13,145,644			8,220,399

Total liabilities and stockholders’ equity	$	17,999,432			8,780,555

Contingencies (Note 13)
Subsequent events (Note 14)

The accompanying notes are an integral part of the condensed financial statements

BRIGHT GREEN CORPORATION

Condensed Statements of Operations and Comprehensive Loss (Unaudited)

For the Three Months and Nine Months Ended September 30, 2022 and 2021

(Expressed in United States Dollars)


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenue	$	-			-			-			-

Expenses

General and administrative expenses		5,636,736			438,722			25,157,707			1,006,911
Depreciation		140,281			189,491			526,749			562,293
Total operating expenses		5,777,017			628,213			25,684,456			1,569,204

Loss before income taxes		(5,777,017	)		(628,213	)		(25,684,456	)		(1,569,204	)

Income tax expense		-			-			-			-
Net loss and comprehensive loss	$	(5,777,017	)		(628,213	)		(25,684,456	)		(1,569,204	)

Weighted average common shares outstanding - basic and diluted		161,681,844			157,024,819			159,394,535			156,600,359

Net loss per common share - basic and diluted	$	(0.04	)		(0.00	)		(0.16	)		(0.01	)

The accompanying notes are an integral part of the condensed financial statements

BRIGHT GREEN CORPORATION

Condensed Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three Months and Nine Months Ended September 30, 2022 and 2021

(Expressed in United States Dollars)


	Three Months and Nine Months Ended September 30, 2022
	Common Stock						Common Stock		Additional			Accumulated			Total
	Shares			Amount			to be issued		paid-in capital			deficit			equity
Balance at June 30, 2022		159,818,490		$	15,981			-		32,246,630			(26,321,183	)		5,941,428

Common stock and warrants issued for cash in private placement, net of issuance costs of $863,267 (Note 11)		9,523,810			952			-		9,135,781			-			9,136,733
Common stock to be issued for services (Note 11)		-			-			3,844,500		-			-			3,844,500
Net loss		-			-			-		-			(5,777,017	)		(5,777,017	)

Balance at September 30, 2022		169,342,300		$	16,933			3,844,500		41,382,411			(32,098,200	)		13,145,644

Balance at December 31, 2021 (Audited)		157,544,500		$	15,754			-		14,618,389			(6,413,744	)		8,220,399

Common stock issued for cash (Note 11)		312,500			31			-		3,049,969			-			3,050,000
Common stock and warrants issued for cash in private placement, net of issuance costs of $863,267 (Note 11)		9,523,810			952			-		9,135,781			-			9,136,733
Common stock issued for services (Note 11)		2,074,490			207			-		14,595,713			-			14,595,920
Common stock to be issued for services (Note 11)		-			-			3,844,500		-			-			3,844,500
Common stock cancelled that was issued for services (Note 11)		(113,000	)		(11	)		-		(17,441	)		-			(17,452	)
Net loss		-			-			-		-

SEC Form 10-Q filed by Bright Green Corporation