BGXX Bright Green Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported) August 17, 2023

 

BRIGHT GREEN CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-41395		83-4600841
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1033 George Hanosh Boulevard

Grants, NM 87020

(Address of principal executive offices and zip code)

 

(833) 658-1799

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BGXX		Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On August 17, 2023, Bright Green Corporation (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibits 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

(d) Exhibits

 

99.1		Press Release of Bright Green Corporation dated August 17, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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

 

Date: August 17, 2023	Bright Green Corporation
	By:	/s/ Saleem Elmasri
		Saleem Elmasri
		Chief Financial Officer

 

 

 

Exhibt 99.1

 

Bright Green Announces Second Quarter 2023

Financial Update and Milestone Progress

 

Bright Green has achieved several key milestones throughout the Quarter significantly advancing progress against its strategic plan, including a historic DEA Federal Registration and License Approval.

 

Continued marketing of its fundamental capital raise of $500+ million utilizing the U.S. Citizen & Immigration Services EB-5 program.

 

Completed a $3.5 million private placement for greenhouse improvements and general corporate expenses.

 

GRANTS, N.M., August 17, 2023 – Bright Green Corporation (Nasdaq: BGXX) (“Bright Green” or “the Company”), one of few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications, and affiliated export, reported financial results for the quarter ended June 30, 2023.

 

“This quarter, Bright Green was focused on several key operational and strategic milestones revolving around the receipt of our license from DEA, further outfitting of the greenhouse, and marketing of the EB-5 capital raising program said Terry Rafih, Executive Chairman. “We are focused on making strategic decisions and realizing the full potential of the opportunity and maximizing shareholder value with minimum further dilution.”

 

Strategic Highlights for Second Quarter 2023

 

●

The DEA completed their on-site audit and assessment of our facilities in March 2022, which culminated in Bright Green being registered as a bulk manufacturer by the DEA and issued our Federal Registration and License Approval on May 01, 2023.

 

●

The Company focused on the marketing of its previously announced plans to raise $500 million utilizing the USCIS EB-5 Program to accelerate its growth strategy and generate significant capital for use in its greenhouse construction and operations in Grants, New Mexico.

 

	●	The EB-5 Program, which President Biden reauthorized in 2022, is an innovative vehicle for spurring investment and job creation in rural communities. Bright Green’s participation will add significant value to the region, while also generating the capital needed for its commercial and business initiatives.

	●	To date, Bright Green has sold 44,010 shares of common stock at $39.99 per share, receiving proceeds of $1.76 million. The Company is working diligently to finalize agreements with prospective EB-5 investors.

●

The Company announced its expectations of minimum debt and minimum share dilution to execute our business plan and be the lowest cost, and highest quality producer of pharmaceutical cannabis in both dried flower and extract based applications for sales domestically and export to the European markets.

 

●

The Company outlined its plans to move forward with its acquisition of Alterola, following the completion of its initial 25% acquisition during the quarter. The Company is in active discussions with Alterola management.

 

●

Bright Green entered into a Securities Purchase Agreement with an institutional and accredited investor for the sale by the Company of (i) 3,684,210 shares of Common Stock and (ii) warrants to purchase up to an aggregate of 3,684,210 shares of Common Stock, in a private placement offering at a purchase price of $0.95 per share and accompanying warrant.

 

 

Financial Highlights for Second Quarter 2023

 

	●	The Company recorded no revenues for the quarter, as it continues to construct facilities for its cannabis cultivation, research, and distribution, as well as obtaining necessary registration and quota approvals.

	●	Total operating expenses of $3.0 million, down from $19.2 million in the same quarter of 2022, in line with expectations as the second quarter of 2022 includes significant costs associated with the Company’s direct listing on Nasdaq. Of the $3.0 million in operating expenses, $1.4 million corresponds to equity-based compensation to officers, contractors, and professional services providers.

	●	Net loss of $3.0 million, in line with expectations.

●

Basic and diluted loss per share of $0.02 for the quarter.

 

Balance Sheet and Capital Allocation

 

	●	As of June 30, 2023, the Company had cash of $507,445, consistent with its cash position of $414,574 at December 31, 2022.

	●	Total liquidity of $11.9 million, including the remaining balance on the credit facility of approximately $11.4 million.

●

During the second quarter of 2023, the Company raised $3.1 million through the issuance of common stock and accompanying warrants to purchase shares of common stock from the Company’s private placement offering.

 

Bright Green’s balance sheet and statement of operations are provided below. Additional information is included in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023, which can be accessed at: https://investors.brightgreen.us/news-events/news-releases

 

About Bright Green

 

Bright Green is one of the very few companies eligible for authorization by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications, and affiliated export. Our registration by the U.S. Drug Enforcement Administration gives us the opportunity to advance our vision of improving quality of life through the opportunities presented by cannabis-derived therapies. To learn more, visit www.brightgreen.us.

 

Media Contact

 

ir@brightgreen.us

 

Investor Relations Contact

 

ir@brightgreen.us

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of such date. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Such forward-looking statements include those related to our EB-5 Program capital raise. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023, and in the Company’s subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by the Company from time to time with the SEC. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. Additional information regarding these and other factors that could affect the company’s results is included in the Company’s SEC filings, which may be obtained by visiting the SEC’s website at www.sec.gov.

 

 

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Cover	Aug. 17, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Aug. 17, 2023
Entity File Number	001-41395
Entity Registrant Name	BRIGHT GREEN CORPORATION
Entity Central Index Key	0001886799
Entity Tax Identification Number	83-4600841
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1033 George Hanosh Boulevard
Entity Address, City or Town	Grants
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87020
City Area Code	(833)
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BGXX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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