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, 2024

☐	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 19, 2024, there were 191,166,318 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, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2024 and September 30, 2023	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2024 and September 30, 2023	3
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and September 30, 2023	5
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	33
Item 1A	Risk Factors	33
Item 2	Unregistered Sales of Equity Securities	34
Item 3	Defaults Upon Senior Securities	34
Item 4	Mine Safety Disclosures	34
Item 5	Other Information	34
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. 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 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 establish trading of our securities on the best listing or quotation service available to us;
	●	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.

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. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K under “Risk Factors” for the year ended December 31, 2023, and readers should not place undue reliance on our forward-looking statements.

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)

BRIGHT GREEN CORPORATION

Condensed Consolidated Balance Sheets

As at September 30, 2024 and December 31, 2023

(Expressed in United States Dollars)

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets
Cash	$	40,366		$	10,059
Prepaid expenses and other assets		11,891			258,230
Total current assets		52,257			268,289

Other investment held at fair value (Note 5)		-			726,343
Property, plant, and equipment (Note 6)		15,903,703			16,407,415
Intangible assets (Note 7)		9,010			1,000

Total assets	$	15,964,970		$	17,403,047

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable (Note 11)	$	5,377,859		$	4,175,220
Accrued liabilities		59,882			411,099
Common stock payable for EB-5 program (Note 9)		800,000			-
Due to others (Note 5)		-			1,650,000
Related party short-term note payable (Note 11)		165,000			-
Related party line of credit (LOC) note (Note 8 and 11)		640,315			-
Total current liabilities		7,043,056			6,236,319

Long-term liabilities
Related party line of credit note (Notes 8 and 11)		-			201,783
Total long-term liabilities		-			201,783

Total liabilities		7,043,056			6,438,102

STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of September 30, 2024 and December 31, 2023, respectively (Note 9)		-			-
Common stock; $0.0001 par value; 500,000,000 shares authorized; 191,166,318 and 184,758,818 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (Note 9)		19,117			18,476
Additional paid-in capital (Note 9)		59,603,574			58,149,938
Accumulated deficit		(50,700,777	)		(47,203,469	)
Total stockholders’ equity		8,921,914			10,964,945

Total liabilities and stockholders’ equity	$	15,964,970		$	17,403,047

Going Concern and Basis of Presentation (Note 2)
Contingencies (Note 12)
Subsequent Events (Note 13)

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, 2024 and 2023

(Expressed in United States Dollars)

	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023

Revenue	$	-		$	-		$	-		$	-

Expenses

General and administrative expenses		966,395			1,650,655			4,080,093			6,933,033
Depreciation		145,529			160,878			433,585			477,629
Total operating expenses		1,111,924			1,811,533			4,513,678			7,410,662

Loss from operations	$	(1,111,924	)	$	(1,811,533	)	$	(4,513,678	)	$	(7,410,662	)

Other income (expense)

Other income (Note 9)		-			-			80,000			-
Foreign currency transaction loss		(865	)		-			(221	)		(1,366	)
Interest income		14			-			23			-
Change in fair value of assets, net (Note 5)		-			-			(80,705	)		-
Gain on extinguishment of debt (Note 5)		8,684			-			1,017,273			-
Total other income (expense)		7,833			-			1,016,370			(1,366	)

Loss before income taxes	$	(1,104,091	)	$	(1,811,533	)	$	(3,497,308	)	$	(7,412,028	)

Income tax expense		-			-			-			-

Loss before equity in net losses of affiliate	$	(1,104,091	)	$	(1,811,533	)	$	(3,497,308	)	$	(7,412,028	)

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

Net loss and comprehensive loss	$	(1,104,091	)	$	(1,991,242	)	$	(3,497,308	)	$	(7,596,678	)

Weighted average common shares outstanding - basic and diluted		191,003,275			180,587,574			189,565,789			176,784,628

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.04	)

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 Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

	Shares		Amount		capital		deficit			equity
	Three Months and Nine Months Ended September 30, 2024
					Additional					Total
	Common Stock				paid-in		Accumulated			stockholders’
	Shares		Amount		capital		deficit			equity

Balance at June 30, 2024		190,166,318	$	19,017	$	59,440,356	$	(49,596,686	)	$	9,862,687

Stock-based compensation (Note 10)		1,000,000		100		163,218		-			163,318
Net loss		-		-		-		(1,104,091	)		(1,104,091	)

Balance at September 30, 2024		191,166,318	$	19,117	$	59,603,574	$	(50,700,777	)	$	8,921,914

Balance at December 31, 2023 (Audited)		184,758,818	$	18,476	$	58,149,938	$	(47,203,469	)	$	10,964,945

Stock-based compensation (Note 10)		1,000,000		100		486,437		-			486,537
Common stock issued in lieu of unpaid cash remuneration and bonus compensation (Notes 9 and 11)		2,420,000		242		425,678		-			425,920
Common stock issued for services (Notes 9 and 11)		2,987,500		299		541,521		-			541,820
Net loss		-		-		-		(3,497,308	)		(3,497,308	)

Balance at September 30, 2024		191,166,318	$	19,117	$	59,603,574	$	(50,700,777	)	$	8,921,914

BRIGHT GREEN CORPORATION

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

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

	Shares		Amount		capital		deficit			equity
	Three Months and Nine Months Ended September 30, 2023
					Additional					Total
	Common Stock				paid-in		Accumulated			stockholders’
	Shares		Amount		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 9)		2,827,960		283		3,609,506		-			3,609,789
Common stock issued for services (Note 9)		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
Balance		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 9)		3,684,210		368		3,104,382		-			3,104,750
Warrants exercised for cash (Note 9)		200,000		20		209,980		-			210,000
Common stock issued for cashless conversion from related party LOC for EB-5 program (Note 9)		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 9)		2,827,960		283		3,609,506		-			3,609,789
Common stock and warrants issued for a cashless conversion of related party LOC		2,827,960		283		3,609,506		-			3,609,789
Common stock issued for cash for EB-5 program (Note 9)		22,005		2		879,998		-			880,000
Common stock issued for services (Note 9)		3,822,838		384		2,945,519		-			2,945,903
Common stock issued for services		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
Balance		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 Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

	September 30, 2024			September 30, 2023
	Nine Months Ended
	September 30, 2024			September 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(3,497,308	)	$	(7,596,678	)

Adjustments to reconcile net cash (used in) provided by operating activities:
Foreign currency transaction loss		221			1,366
Equity in net losses of affiliate		-			184,650
Change in fair value of assets, net		80,705			-
Gain on extinguishment of debt		(1,017,273	)		-
Depreciation		433,585			477,629
Stock-based compensation		1,028,357			2,945,903
Changes in operating assets and liabilities:
Prepaid expenses and other assets		106,721			(78,874	)
Accounts payable		1,780,032			893,699
Accrued liabilities		74,703			698,866
Accrued interest		39,179			-
Net cash used in operating activities		(971,078	)		(2,473,439	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible assets		(8,010	)		-
Purchase of property, plant, and equipment		(354,957	)		(2,204,161	)
Net cash used in investing activities		(362,967	)		(2,204,161	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party line of credit		564,352			200,000
Payments to related party line of credit		(150,000	)		-
Proceeds from related party short-term note payable		150,000			-
Proceeds from issuance of common stock		-			880,000
Proceeds from issuance of common stock and warrants, issued in private placement, net of issuance costs		-			3,104,750
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 common stock payable for EB-5 program		800,000			-
Proceeds from warrants exercised		-			210,000
Net cash provided by financing activities		1,364,352			4,384,750

NET INCREASE (DECREASE) IN CASH		30,307			(292,850	)
CASH, BEGINNING OF PERIOD		10,059			414,574
CASH, END OF PERIOD	$	40,366		$	121,724

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

SUPPLEMENTAL NON-CASH INVESTING & 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	$	-		$	(3,619,789	)
Related party payroll liability in exchange for common stock	$	(425,920	)	$	-
Adjustment to prepaid expenses and other assets for forfeited deposit in settlement of debt	$	139,618		$	-
Adjustment to construction in progress for return of equipment in settlement of debt	$	425,085		$	-
Adjustment to other investment held at fair value for return of shares in settlement of debt	$	645,638		$	-
Settlement of accounts payable in exchange for other investment held at fair value	$	(568,930	)	$	-
Settlement of due to others in exchange for other investment held at fair value	$	(1,650,000	)	$	-
Conversion of RSU to common shares	$	100		$	-

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

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

1. Description of Business and Organization

Bright Green Corporation was incorporated on April 16, 2019, under the Delaware General Corporation Law. The Company’s principal executive office is located in Grants, New Mexico. The Company holds the land, greenhouse, and patents required in the growth, production, and research of medicinal plants. When used herein, the terms the “Company,” “our,” “us,” “we,” or “Bright Green” refers to Bright Green Corporation and its consolidated subsidiary, Regional Center Bright Green, LLC.

On May 17, 2022, the Company’s common stock commenced trading on Nasdaq under the symbol “BGXX.”

On February 1, 2023, the Company initiated a private placement offering of common stock, only to accredited or qualified institutional investors, in reliance upon Rule 506, Regulation D promulgated under the Securities Act, pursuant to the U.S. government’s EB-5 immigrant investor program (the “EB-5 Program”). Under the EB-5 Program as originally constituted, the Company may issue up to an aggregate of 12,609,152 shares of common stock at $39.99 per share. On March 29, 2024, the Company modified the program to authorize 20,000,000 shares to be sold at $2.00 per share. The offering allows for up to 50 investors to participate in the offering by making an $800,000 investment in exchange for 200,000 shares of common stock.

On May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company for the sale by the Company of (i) 3,684,210 shares of the Company’s common stock, par value $0.0001 per share, and (ii) warrants to purchase up to an aggregate of 3,684,210 shares of the Company’s common stock, in a private placement offering. The combined purchase price of one share and accompanying warrant was $0.95. The shares and the warrants were sold and issued without registration under the Securities Act of 1933, 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.

On September 20, 2023, the Company formed Regional Center Bright Green, LLC (“RCBG”). RCBG is a wholly-owned subsidiary of the Company and is registered as a limited liability company in New Mexico. RCBG was created to assist foreign investors in obtaining permanent residency in the United States by investing in U.S. businesses, while adhering to the EB-5 Immigrant Investor Program guidelines. The subsidiary became operational on April 25, 2024.

On September 19, 2024, the Company was delisted from trading on Nasdaq and is currently trading on the OTC Markets under the symbol “BGXX.”

The Company is a start-up company as of September 30, 2024, and has no revenue.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

2. Going Concern and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cashflows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations.

The financial information contained in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which the Company filed on April 16, 2024. The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024.

For the nine months ended September 30, 2024 and 2023, the Company had no revenue and incurred a net loss of $3,497,308 and $7,596,678, respectively. Net cash used in operations for the nine months ended September 30, 2024, and 2023 was $971,078 and $2,473,439, respectively. The Company has incurred recurring losses from operations, and as of September 30, 2024, had an accumulated deficit of $50,700,777 (December 31, 2023 – $47,203,469) and had a negative working capital of $6,990,799 (December 31, 2023 – $5,968,030).

The Company is in its initial stages of building facilities to grow, research, and distribute medical plants. The Company has historically financed its operations through the sale of equity securities and debt financing. The Company does not have sufficient working capital to pay its operating expenses for a period of at least 12 months from the date the condensed consolidated financial statements were authorized to be issued. Therefore, the Company’s continued existence depends on its ability to continue executing its operating plan and obtaining additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operating plan.

During the nine months ended September 30, 2024, the Company raised $800,000 from the Company’s EB-5 Program. The Company also has drawn, inclusive of accrued interest, $640,315 from the Company’s $15 million related party line of credit and received $150,000 from a related party short-term note payable (Note 11). The funds from the related party short-term note payable were used to pay down the related party line of credit $150,000, leaving available $14.36 million to draw from that credit facility (Note 8). There is substantial doubt about the Company’s ability to continue as a going concern due to the necessity to generate positive cash flows from operations and/or obtain additional financing. There is no assurance that the Company will be able to generate positive cash flows from operations or obtain additional financing on terms acceptable to the Company, if at all.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

2.	Going Concern and Basis of Presentation (continued)

In addition, the Company’s current and future operations are subject to various risks and uncertainties, including but not limited to general economic conditions, competition, and regulatory matters. Accordingly, the Company’s operation plan is predicated on various assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue raising additional financing, and the state of the general economic environment in which the Company operates.

These risks and uncertainties may have a material adverse effect on the Company’s financial condition and operating results. Management has taken actions to address the Company’s liquidity needs, including managing expenses, developing pathways to revenue, and pursuing additional financing, such as the EB-5 Program announced on February 1, 2023, and modified on March 29, 2024. However, there can be no assurance that such actions will be sufficient to enable the Company to continue as a going concern. There can be no assurance that these assumptions will prove accurate in all material respects or that the Company will be able to successfully execute its operating plan.

The condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In addition, the Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure commitments that cannot be canceled with minimal fees, noncancelable operating leases, or any commitment or contingency that would hinder management’s ability to scale down operations and management expenses until funding is raised.

The Company’s ability to continue as a going concern is dependent upon the outcome of the matters described above. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

This disclosure is intended to inform users of the condensed consolidated financial statements about the Company’s current financial condition and its ability to continue as a going concern. The Company will continue to monitor its liquidity position and take appropriate actions as necessary to address any potential going concern issues.

3. Summary of Significant Accounting Policies

A. Basis of Measurement

The condensed consolidated financial statements of the Company have been prepared on a historical cost basis except as indicated otherwise.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

B. Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Regional Center Bright Green, LLC. Intercompany transactions and balances have been eliminated upon consolidation.

C. Property, Plant, and Equipment

Property, plant, and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals, and betterments are capitalized. When property, plant, and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant, and equipment, except land, which is not depreciated, is provided using the declining balance method, or straight-line method, with estimated lives as follows:

Schedule of Estimated Useful Life

Building and improvement - declining balance method		10 year life
Furniture and fixtures - straight-line method		3 year life

Construction in progress is not depreciated until the asset is placed in service.

D. Long-lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC Topic 360 requires that long-lived assets be reviewed annually for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable; it further requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.

E. Intangible Assets

The Company’s intangible assets consist of certain licenses and trademarks (Note 7). The licenses will be amortized over the term of each license. The trademarks are expected to contribute to cash flows indefinitely. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present, and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

F. Fair Value of Financial Instruments

In accordance with ASC 820 (Topic 820, Fair Value Measurements and Disclosures), the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:

●

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and

●

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s cash, other assets, accounts payable, accrued liabilities, due to others, related party short-term note payable and related party line of credit note approximated their fair values as of September 30, 2024, and December 31, 2023, due to their short-term nature. The Company’s investment in Alterola Biotech, Inc. (“Alterola”) was also accounted for at fair value and recorded in “other investment held at fair value” in the condensed consolidated balance sheets. In accordance with the levels defined above, Level 1, the fair value of the Company’s Alterola investment was $nil as of September 30, 2024, and $726,343 as of December 31, 2023. See Note 5 for more information.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

G. Other Investment Held at Fair Value

In accordance with ASC 825, the Company records its investment at fair value under the “other investment held at fair value” in the Company’s condensed consolidated balance sheets, and changes in fair value are recognized as “change in fair value of assets, net,” a component of “other expense (expense)” in the condensed consolidated statements of operations and comprehensive loss.

The Company’s Alterola investment is accounted for at fair value under ASC 321 and recorded in “other investment held at fair value” on the condensed consolidated balance sheets, and changes in fair value are recognized as “change in fair value of assets, net,” a component of “other income (expense)” in the condensed consolidated statements of operations and comprehensive loss (Note 5).

H. Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs totaled $39,237 and $33,596 for the nine months ended September 30, 2024 and 2023, respectively.

I. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed its methodology for estimating the valuation allowance. A change in valuation allowance affects earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

J. Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive effect on earnings (loss) per share is calculated, presuming the exercise of outstanding stock options, warrants, and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period.

Due to the net loss incurred, potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per share for all periods presented.

K. Segment Reporting

ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for how public business enterprises report information about operating segments in the Company’s condensed consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in the United States of America and the Company is a start-up company as at September 30, 2024 and 2023 and has no revenue. The Company’s reportable segments and operating segments will include its growth, production, and research of medicinal plants operations.

L. Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities, and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants, stock options, and stock-based compensation, going concern assessment, and assignment of the useful lives of property, plant, and equipment. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

M. Stock-Based Compensation

The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the condensed consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period.

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management, management, accounting, operations, corporate communication, and financial and administrative consulting services.

N. Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations and comprehensive loss.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

O. Recently Adopted Accounting Standards

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of topics in the codification. Certain amendments represent clarifications to or technical corrections of the current requirements. Each amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 are intended to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

3.	Summary of Significant Accounting Policies (continued)

P. Recently Issued but Not Adopted Accounting Standards (continued)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 require annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and a disaggregation of income taxes paid, net of refunds. The amendments in ASU 2023-09 also eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in ASU 2023-09 should be applied prospectively. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.

Management does not believe that other recently issued, but not yet effective, accounting standards could have a material effect on the Company’s condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

4. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company had $nil in excess of the FDIC insured limit at September 30, 2024 and December 31, 2023.

5. Other Investment Held at Fair Value

The Company’s Alterola investment was accounted for at fair value under ASC 321 and presented as “other investment held at fair value” on the condensed consolidated balance sheets. Any changes in fair value of the Company’s Alterola investment were recorded as a change in fair value of assets in its condensed consolidated statements of operations and comprehensive loss. Based on quoted market prices the fair value of the Company’s Alterola investment was $645,638 prior to signing a Settlement and Release Agreement with United Science, LLC (United) and Alterola on March 13, 2024. For the nine months ended September 30, 2024, the Company recorded an $80,705 loss to Change in fair value of assets, net.

As part of the Settlement and Release Agreement: 1) a deposit made to United in the amount of approximately $1,100,000 was forfeited; 2) leased equipment was returned to United; 3) 118,535,168 shares of common stock of Alterola were transferred to United in lieu of payment of outstanding invoices totaling approximately $568,000; and 4) 83,226,814 shares of common stock of Alterola were returned to the three shareholders (Equipped4 Holdings Limited (“Equipped”), Phytotherapeutix Holdings Ltd. (“Phyto”), and TPR Global Limited (“TPR”)) who had initially sold the shares to the Company in exchange for settlement of the $1,650,000 remaining balance for the Alterola investment. Equipped, Phyto, and TPR each received approximately 27,742,271 shares of common stock of Alterola. For the nine months ended September 30, 2024, the Company recognized a $1,008,589 gain on extinguishment of debt, as a result of the Settlement and Release Agreement.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

5.	Other Investment Held at Fair Value (continued)

At September 30, 2024 and December 31, 2023, the other investment held at fair value was $nil and $726,343, respectively.

6. Property, Plant, and Equipment

The Company owns an expansive 22-acre modern Dutch “Venlo style” glass greenhouse situated on 70 acres in Grants, New Mexico. It is being retrofitted for growing, processing and distribution of medicinal plants, including marijuana, for medical researchers licensed by the Drug Enforcement Administration.

Property, plant, and equipment at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30, 2024			December 31, 2023
Furniture and fixtures	$	88,690		$	88,690
Land		260,000			260,000
Construction in progress		10,565,740			10,635,866
Building and improvements		8,883,851			8,883,851
Property, plant and equipment gross		19,798,281			19,868,407
Accumulated depreciation		(3,894,578	)		(3,460,992	)
Net property, plant, and equipment	$	15,903,703		$	16,407,415

The amount of interest expense capitalized and included in construction in progress was $39,179 and $223,271 during the periods ended September 30, 2024 and December 31, 2023, respectively (Notes 8 and 11).

Since 2020, the Company has had the rights to two land purchase options:

A Real Estate Option Agreement dated October 5, 2020, and expiring on December 31, 2021, for $1,500 monthly payments up until June 30, 2021, and $1,750 monthly payments from July 1, 2021 to December 31, 2021, with a one-year extension starting on January 1, 2022 for $2,000 monthly payments, with the option to purchase 330 acres for $5,000 per acre.

A Real Estate Option Agreement dated October 21, 2020, and expiring on December 31, 2021, for $1,000 monthly payments, with a one-year extension starting on January 1, 2022 for $1,500 monthly payments, with the option to purchase 175 acres for $5,000 per acre.

In 2022, the Company notified the two landowners of the Company’s intention to acquire the real estate despite the expiration of the options. The Company is in the process of negotiating final terms of the two acquisitions and intends on closing the acquisitions upon obtaining sufficient financing.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

6.	Property, Plant, and Equipment (continued)

As of September 30, 2024, the acquisitions have not been completed.

7. Intangible Assets

Intangible assets at September 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Intangible Assets

	September 30, 2024		December 31, 2023
Licenses	$	1,000	$	1,000
Trademarks		8,010		-
Intangible assets gross		9,010		1,000
Accumulated amortization		-		-
Net intangible assets	$	9,010	$	1,000

8. Related Party Line of Credit Note

On June 5, 2022, the Company and LDS Capital LLC (“Lender”), whose managing member is a member of the Company’s Board of Directors (the “Board”), entered into an unsecured line of credit in the form of a note (the “June Note”). The June Note provides that the Company may borrow up to $5.0 million, including an initial loan of $3.0 million, through June 4, 2025 (the “June Note Maturity Date”) from Lender. Prior to the June Note Maturity Date, the Company may borrow up to an additional $2.0 million under the June Note, at Lender’s sole discretion, and subject to the Company’s request of such additional funds from Lender (each loan furnished under the June Note individually, a “Loan,” and collectively, the “Loans”). The Company has the right, but not the obligation, to prepay any Loan, in whole or in part, prior to the June Note Maturity Date. Interest on the unpaid principal amount of any Loan accrues through the earlier of the June Note Maturity Date or the date of prepayment on such Loan, at a rate of 2% per annum plus the Prime Rate (the rate of interest per annum announced from time to time by JP Morgan Chase Bank as its prime rate). If the principal and interest, if any, of any Loan is not paid in full on the June Note Maturity Date, additional penalty interest will accrue on such Loan in the amount of 2% per annum. The Company amended the line of credit on November 14, 2022, to increase the capacity by $10 million. On January 31, 2023, LDS Capital LLC assigned the note to its sole member, Lynn Stockwell, who is the Company’s Chairwoman and majority shareholder.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

8.	Related Party Line of Credit Note (continued)

August 2024 Amendment

On August 19, 2024, the board of directors of the Company approved an amendment and restatement to the June Note pursuant to which, among other things, upon the Lender making a new advance in the principal amount of at least $3,500,000 (the “August Note”). Under the terms of the August Note all obligations due under the note shall be secured by (i) a first lien mortgage on the Company’s fee interest in the real property and improvements thereon, including, without limitation, the land, buildings, fixtures, equipment and machinery located at 1033 George Hanosh Blvd, Grants, NM 87020 (the “Collateralized Property”) and a first priority assignment of leases and rents, (ii) a first priority security interest in all accounts receivable of Company, (iii) an assignment of all contracts, licenses, permits, plans, specifications and other documentation with respect to the Collateralized Property, and (iv) such other collateral as is customary for a loan of this type, including additional real property if the acquisition of such property occurs while this note is outstanding.

The August Note also provides for a conversion feature pursuant to which Lender may, at her discretion, convert the outstanding principal and interest balance of the Secured Note into (i) shares of the Company’s Common Stock at a price of $1.15 per share (the “Shares”) and (ii) warrants at a price of $0.13 per warrant, which warrants shall be exercisable into shares of the Company’s Common Stock at an exercise price of $3.00 per share (the “August Warrant Shares”).

Additionally, in connection with the entry into the August Note, the Company and the Lender entered into an amendment to the warrants issued to Lender in connection with an September 1, 2023 conversion of $3,619,789 balance on the Note whereby warrants representing a conversion of outstanding principal at $0.13 per warrant to purchase up to 2,827,960 shares of Common Stock at a price of $3.00 per share were issued to Lender. The amendment modified the expiration date of the warrants to be the earlier of (i) the date that is 45 days after the date on which the closing price of the Company’s Common Stock equals or exceeds $3.00 per share, and (ii) August 31, 2027.

The new advance in the principal amount of at least $3,500,000 was not funded by the Lender and the Note was further amended in September 2024.

September 2024 Amendment

On September 16, 2024, the Company and Lynn Stockwell entered into a Secured Amended and Restated Line of Credit Note, amending and restating the terms of the original note entered into on November 14, 2022, which was originally amended and restated August 19, 2024 (as amended and restated, the “September Note”).

The September Note reduced the new advance in principal under the August Note from $3,500,000 to $2,500,000.

The September Note also modified the conversion feature of the August Note. Under the September Note, at Lender’s discretion, the Lender may 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 $0.0001 (the “Series A Preferred Stock”) at a conversion price of $0.40 per share. Each share of Series A Preferred Stock, subject to the Stockholder Approval, shall be convertible at the election of the Lender (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. Each share of Series A Preferred Stock is generally entitled to one vote per share.

As of November 19, 2024, the $2,500,000 has not been funded.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

8.	Related Party Line of Credit Note (continued)

As of September 30, 2024, the Lender has funded the Company $6,547,603 (December 31, 2023 – $5,983,250), with the Company paying back $6,260,855 (December 31, 2023 – $6,110,855) of those funds, which includes $327,605 in interest. As of September 30, 2024, there was accrued interest of $25,963 (December 31, 2023 – $1,783). The funds have been used for the construction in progress, and during the nine months ended September 30, 2024, interest expense of $24,179 (December 31, 2023 – $223,271) has been capitalized (Note 6).

9. Stockholders’ Equity

The Company has authorized 500,000,000 shares of $0.0001 par value common stock and 10,000,000 shares of $0.0001 par value preferred stock. As of September 30, 2024 and December 31, 2023, there were 191,166,318 and 184,758,818, respectively, of shares of common stock issued and outstanding. The Company has not issued any shares of preferred stock to date.

During the nine months ended September 30, 2024, the Company issued the following:

450,000 shares of common stock for services rendered, at a fair value of $0.2116 per share, to four consultants of the Company, in January 2024;

2,537,500 shares of common stock for services rendered, at a fair value of $0.1760 per share, to the Company’s former Executive Chairman, in February 2024;

2,420,000 shares of common stock at a fair value of $0.1760 per share to the Company’s former Executive Chairman, in February 2024, in lieu of unpaid cash remuneration and bonus compensation during his tenure with the Company; and

1,000,000 shares of common stock issued to the Company’s Chief Executive Officer, in July 2024, for redemption of 1,000,000 vested RSUs.

During the nine months ended September 30, 2023, the Company issued the following:

200,000 warrants exercised in exchange for 200,000 shares of common stock issued for cash at $1.05 per share, to one accredited investor in February 2023;

22,005 shares of common stock issued at $39.99 per share, to a member of the Board in February 2023, through a cashless conversion; the related party line of credit note was paid down $880,000 in exchange for an $880,000 investment, pursuant to the Company’s EB-5 Program;

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

9.	Stockholders’ Equity (continued)

22,005 shares of common stock issued at $39.99 per share, to one accredited investor in March 2023, pursuant to the Company’s EB-5 Program;

875,000 shares of common stock for services rendered, at a fair value of $0.9416 per share, to the Company’s former Executive Chairman, in March 2023;

500,000 shares of common stock for services rendered, at a fair value of $1.13 per share, to the Company’s former Chief Executive Officer, in May 2023;

3,684,210 shares of common stock and warrants to purchase up to an aggregate of 3,684,210 shares of common stock, at a combined purchase price of $0.95 per share and accompanying warrant, in a private placement offering, in May 2023 (the “May 2023 Private Placement”);

875,000 shares of common stock for services rendered, at a fair value of $1.01 per share, to the Company’s former Executive Chairman, in June 2023;

137,838 shares of common stock for services rendered, at a fair value of $0.74 per share, to a consultant of the Company, in July 2023;

2,827,960 shares of common stock and warrants to purchase up to an aggregate of 2,827,960 shares of common stock at an exercise price of $3.00 per share, issued at a combined price of $1.28 per share and accompanying warrant, to a member of the Board, through a cashless conversion; the related party line of credit note was paid in full $3,619,789 in exchange for a $3,619,789 investment, in September 2023;

60,000 shares of common stock for services rendered, at a fair value of $0.4015 per share, to a consultant of the Company, in September 2023;

500,000 shares of common stock for services rendered, at a fair value of $0.4015 per share, to the Company’s Chief Financial Officer, in September 2023; and

875,000 shares of common stock for services rendered, at a fair value of $0.3959 per share, to the Company’s Executive Chairman, in September 2023.

Common stock payable for EB-5 program

During the nine months ended September 30, 2024 and December 31, 2023, the Company recorded $800,000 and $nil, respectively, of common stock payable related to common stock to be issued upon receipt of signed agreement, to one accredited investor pursuant to the Company’s EB-5 program. The common stock payable for the EB-5 Program comprised 400,000 shares to be issued at a purchase price of $2.00 per share, for gross cash proceeds received of $880,000, including administrative fee income of $80,000.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months and Nine Months Ended September 30, 2024 and 2023

(Expressed in United States Dollars)

9.	Stockholders’ Equity (continued)

Private Placement Offerings

September 2022 Private Placement

On September 7, 2022, the Company entered into a Securities Purchase Agreement with investors for the sale by the Company of 9,523,810 shares of common stock and warrants to purchase up to an aggregate of 9,523,810 shares of common stock. The combined purchase price of one share and the accompanying warrant (“September 2022 Warrants”) was $1.05. Subject to certain ownership limitations, the September 2022 Warrants are exercisable immediately after issuance at an exercise price equal to $

SEC Form 10-Q filed by Bright Green Corporation