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, 2023

☐	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 20, 2023, there were 183,883,818 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as at September 30, 2023 (unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three months and nine months ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 2022	7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	32
Item 1A	Risk Factors	32
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	33

Signatures		34

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 Consolidated Financial Statements (Unaudited)

BRIGHT GREEN CORPORATION

September 30, 2023 and 2022

(Expressed in United States Dollars)

BRIGHT GREEN CORPORATION

For the Three Months and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Table of Contents

Condensed Consolidated Balance Sheets	3

Condensed Consolidated Statements of Operations and Comprehensive Loss	4

Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

Condensed Consolidated Statements of Cash Flows	7

Notes to the Condensed Consolidated Financial Statements	8-28

BRIGHT GREEN CORPORATION

Condensed Consolidated Balance Sheets

As at September 30, 2023 and December 31, 2022

(Expressed in United States Dollars)

	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash	$	121,724		$	414,574
Prepaid expenses and other assets		156,721			77,847
Total current assets		278,445			492,421

Deposits (Notes 5 and 9)		1,109,643			1,157,587
Equity method investment (Note 6)		3,806,310			3,990,960
Property, plant, and equipment (Note 7)		19,142,289			17,146,325
Intangible assets (Note 8)		1,000			1,000

Total assets	$	24,337,687		$	22,788,293

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable (Note 12)	$	5,928,896		$	5,033,831
Accrued liabilities (Note 12)		1,146,191			447,325
Due to others (Note 6)		1,650,000			1,650,000
Due to related party (Note 10)		-			392,194
Total current liabilities		8,725,087			7,523,350

Long-term liabilities
Related party line of credit note (Notes 10 and 11)		-			3,686,107
Total long-term liabilities		-			3,686,107

Total liabilities		8,725,087			11,209,457

STOCKHOLDERS’ EQUITY
Common stock; $.0001 par value; 500,000,000 stock authorized;
183,883,818 and 173,304,800 stock issued and outstanding at
September 30, 2023 and December 31, 2022, respectively (Note 11)		18,388			17,329
Common stock; $.0001 par value; 500,000,000 stock authorized; 183,883,818 and 173,304,800 stock issued and outstanding at September 30, 2023 and December 31, 2022, respectively (Note 11)		18,388			17,329
Additional paid-in capital (Note 11)		57,266,711			45,637,328
Accumulated deficit		(41,672,499	)		(34,075,821	)
Total stockholders’ equity		15,612,600			11,578,836

Total liabilities and stockholders’ equity	$	24,337,687		$	22,788,293

Going Concern and Basis of Presentation (Note 2)
Commitments (Note 9)
Contingencies (Note 13)
Subsequent events (Note 14)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

For the Three Months and Nine Months Ended September 30, 2023 and 2022

(Expressed in United States Dollars)

	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022

Revenue	$	-		$	-		$	-		$	-

Expenses

General and administrative expenses		1,650,655			5,636,736			6,933,033			25,157,707
Depreciation		160,878			140,281			477,629			526,749
Total operating expenses		1,811,533			5,777,017			7,410,662			25,684,456

Loss from operations	$	(1,811,533	)	$	(5,777,017	)	$	(7,410,662	)	$	(25,684,456	)

Other expense

Foreign currency transaction loss		-			-			1,366			-
Total other expense		-			-			1,366			-

Loss before income taxes and equity in net losses of affiliate	$	(1,811,533	)	$	(5,777,017	)	$	(7,412,028	)	$	(25,684,456	)

Income tax expense		-			-			-			-

Loss before equity in net losses of affiliate	$	(1,811,533	)	$	(5,777,017	)	$	(7,412,028	)	$	(25,684,456	)

Equity in net losses of affiliate (Note 6)		(179,709	)		-			(184,650	)		-

Net loss and comprehensive loss	$	(1,991,242	)	$	(5,777,017	)	$	(7,596,678	)	$	(25,684,456	)

Weighted average common shares outstanding - basic and diluted		180,587,574			161,681,844			176,784,628			159,394,535

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and Nine Months Ended September 30, 2023 and 2022

(Expressed in United States Dollars)

	Shares		Amount		be issued		capital		deficit			equity
	Three Months and Nine Months Ended September 30, 2023
					Common		Additional					Total
	Common Stock				Stock to		paid-in		Accumulated			stockholders’
	Shares		Amount		be issued		capital		deficit			equity

Balance at June 30, 2023		179,483,020	$	17,948	$	-	$	52,984,109	$	(39,681,257	)	$	13,320,800

Common stock and warrants issued for a cashless conversion of related party LOC, net of issuance costs of $10,000 (Note 11)		2,827,960		283		-		3,609,506		-			3,609,789
Common stock issued for services (Note 11)		1,572,838		157		-		673,096		-			673,253
Net loss		-		-		-		-		(1,991,242	)		(1,991,242	)

Balance at September 30, 2023		183,883,818	$	18,388	$	-	$	57,266,711	$	(41,672,499	)	$	15,612,600

Balance at December 31, 2022 (Audited)		173,304,800	$	17,329	$	-	$	45,637,328	$	(34,075,821	)	$	11,578,836

Common stock and warrants issued for cash in a private placement, net of issuance costs of $395,250 (Note 11)		3,684,210		368		-		3,104,382		-			3,104,750
Warrants exercised for cash (Note 11)		200,000		20		-		209,980		-			210,000
Common stock issued for a cashless conversion from related party LOC for EB-5 program (Note 11)		22,005		2		-		879,998		-			880,000
Common stock and warrants issued for a cashless conversion of related party LOC, net of issuance costs of $10,000 (Note 11)		2,827,960		283		-		3,609,506		-			3,609,789
Common stock issued for cash for EB-5 program (Note 11)		22,005		2		-		879,998		-			880,000
Common stock issued for services (Note 11)		3,822,838		384		-		2,945,519		-			2,945,903
Net loss		-		-		-		-		(7,596,678	)		(7,596,678	)

Balance at September 30, 2023		183,883,818	$	18,388	$	-	$	57,266,711	$	(41,672,499	)	$	15,612,600

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and Nine Months Ended September 30, 2023 and 2022

(Expressed in United States Dollars)

	Shares			Amount			issued		capital			deficit			equity
	Three Months and Nine Months Ended September 30, 2022
							Common		Additional						Total
	Common Stock						Stock to be		paid-in			Accumulated			stockholders’
	Shares			Amount			issued		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		-			-			-		-			(25,684,456	)		(25,684,456	)

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2023 and 2022

(Expressed in United States Dollars)

	September 30, 2023			September 30, 2022
	Nine Months Ended
	September 30, 2023			September 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(7,596,678	)	$	(25,684,456	)

Adjustments to reconcile net cash used in operating activities:
Equity in net losses of affiliate		184,650			-
Depreciation		477,629			526,749
Stock-based compensation		2,945,903			18,422,968
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(78,874	)		77,632
Accounts payable		895,065			1,898,070
Accrued liabilities		698,866			361,065
Accrued interest		-			54,507
Net cash used in operating activities		(2,473,439	)		(4,343,465	)

CASH FLOWS FROM INVESTING ACTIVITIES

Deposits		-			(1,427,973	)
Purchase of property, plant, and equipment		(2,204,161	)		(5,615,393	)
Net cash used in investing activities		(2,204,161	)		(7,043,366	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party line of credit		200,000			3,491,057
Payments to related party line of credit		-			(1,511,067	)
Proceeds from issuance of common stock		880,000			3,050,000
Proceeds from issuance of common stock and warrants, issued in private placement, net of issuance costs		3,104,750			9,136,733
Proceeds from issuance of common stock and warrants, issued in private placement, net of issuance costs		3,104,750			9,136,733
Payments to issuance costs for issuance of common stock and warrants, issued in cashless conversion of related party line of credit		(10,000	)		-
Proceeds from warrants exercised		210,000			-
Net cash provided by financing activities		4,384,750			14,166,723

NET (DECREASE) INCREASE IN CASH		(292,850	)		2,779,892
CASH, BEGINNING OF PERIOD		414,574			1,282,565
CASH, END OF PERIOD	$	121,724		$	4,062,457

CASH PAID FOR
Interest	$	-		$	-
Taxes	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Transfer from due to related party to related party LOC	$	392,194		$	-
Related party LOC in exchange for common stock for EB-5 program	$	(880,000	)	$	-
Related party LOC in exchange for common stock and warrants	$

SEC Form 10-Q filed by Bright Green Corporation