Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 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 May 16, 2024, there were 190,166,318 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

Item 1	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as at March 31, 2024 (unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three months ended March 31, 2024 and March 31, 2023	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2024 and March 31, 2023	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2024 and March 31, 2023	6
	Notes to the Condensed Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4	Controls and Procedures	30

PART II. OTHER INFORMATION		31

Item 1	Legal Proceedings	31
Item 1A	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities	31
Item 3	Defaults Upon Senior Securities	31
Item 4	Mine Safety Disclosures	31
Item 5	Other Information	31
Item 6	Exhibits	32

Signatures		33

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

March 31, 2024 and 2023

(Expressed in United States Dollars)

BRIGHT GREEN CORPORATION

For the Three Months Ended March 31, 2024 and 2023 (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	6

Notes to the Condensed Consolidated Financial Statements	7-25

BRIGHT GREEN CORPORATION

Condensed Consolidated Balance Sheets

As at March 31, 2024 and December 31, 2023

(Expressed in United States Dollars)

	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	10,059
Prepaid expenses and other assets		55,524			258,230
Total current assets		55,524			268,289

Other investment held at fair value (Note 5)		-			726,343
Property, plant, and equipment (Note 6)		15,894,359			16,407,415
Intangible assets (Note 7)		6,450			1,000

Total assets	$	15,956,333		$	17,403,047

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable (Note 11)	$	4,489,602		$	4,175,220
Accrued liabilities		21,943			411,099
Due to others (Note 5)		-			1,650,000
Related party short-term note payable (Note 11)		165,000			-
Total current liabilities		4,676,545			6,236,319

Long-term liabilities
Related party line of credit note (Notes 8 and 11)		166,235			201,783
Total long-term liabilities		166,235			201,783

Total liabilities		4,842,780			6,438,102

STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023, respectively (Note 9)		-			-
Common stock; $0.0001 par value; 500,000,000 shares authorized; 190,166,318 and 184,758,818 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (Note 9)		19,017			18,476
Additional paid-in capital (Note 9)		59,247,455			58,149,938
Accumulated deficit		(48,152,919	)		(47,203,469	)
Total stockholders’ equity		11,113,553			10,964,945

Total liabilities and stockholders’ equity	$	15,956,333		$	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 the condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

	March 31, 2024			March 31, 2023
	Three Months Ended
	March 31, 2024			March 31, 2023

Revenue	$	-		$	-

Expenses

General and administrative expenses		1,733,839			2,455,082
Depreciation		144,028			157,541
Total operating expenses		1,877,867			2,612,623

Loss from operations	$	(1,877,867	)	$	(2,612,623	)

Other income (expense)

Foreign currency transaction gain (loss)		533			(642	)
Change in fair value of assets, net (Note 5)		(80,705	)		-
Gain on extinguishment of debt (Note 5)		1,008,589			-
Total other income (expense)		928,417			(642	)

Loss before income taxes	$	(949,450	)	$	(2,613,265	)

Income tax expense		-			-

Net loss and comprehensive loss	$	(949,450	)	$	(2,613,265	)

Weighted average common shares outstanding - basic and diluted		187,511,977			173,445,814

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

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

BRIGHT GREEN CORPORATION

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

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

	Shares		Amount		capital		deficit			equity
	Three Months Ended March 31, 2024
	Common Stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			equity

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)		-		-		130,318		-			130,318
Common stock issued for settlement of accounts payable (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		-		-		-		(949,450	)		(949,450	)

Balance at March 31, 2024		190,166,318	$	19,017	$	59,247,455	$	(48,152,919	)	$	11,113,553

	Three Months Ended March 31, 2023
	Common Stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			equity

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

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 issued for cash for EB-5 program (Note 9)		22,005		2		879,998		-			880,000
Common stock issued for services (Note 9)		875,000		88		823,812		-			823,900
Net loss		-		-		-		(2,613,265	)		(2,613,265	)

Balance at March 31, 2023		174,423,810	$	17,441	$	48,431,116	$	(36,689,086	)	$	11,759,471
Balance		174,423,810	$	17,441	$	48,431,116	$	(36,689,086	)	$	11,759,471

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

BRIGHT GREEN CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

	March 31, 2024			March 31, 2023
	Three Months Ended
	March 31, 2024			March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(949,450	)	$	(2,613,265	)

Adjustments to reconcile net cash (used in) provided by operating activities:
Foreign currency transaction (gain) loss		(533	)		642
Change in fair value of assets, net		80,705			-
Gain on extinguishment of debt		(1,008,589	)		-
Depreciation		144,028			157,541
Stock-based compensation		672,138			823,900
Changes in operating assets and liabilities:
Prepaid expenses and other assets		63,088			7,767
Accounts payable		883,845			1,326,189
Accrued liabilities		36,764			491,031
Accrued interest		19,452			79,586
Net cash (used in) provided by operating activities		(58,552	)		273,391

CASH FLOWS FROM INVESTING ACTIVITIES

Deposits		-			47,944
Purchase of intangible assets		(5,450	)		-
Purchase of property, plant, and equipment		(56,057	)		(1,585,612	)
Net cash used in investing activities		(61,507	)		(1,537,668	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party line of credit		110,000			200,000
Payments to related party line of credit		(150,000	)		(17,795	)
Proceeds from related party short-term note payable		150,000			-
Proceeds from issuance of common stock		-			880,000
Proceeds from warrants exercised		-			210,000
Net cash provided by financing activities		110,000			1,272,205

NET (DECREASE) INCREASE IN CASH		(10,059	)		7,928
CASH, BEGINNING OF PERIOD		10,059			414,574
CASH, END OF PERIOD	$	-		$	422,502

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 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	)	$	-

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

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 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.

On March 29, 2022, the Company filed a registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1 with the Securities and Exchange Commission (“SEC”), which was declared effective May 13, 2022, (as amended, the “Registration Statement”), in connection with the direct listing of the Company’s common stock with the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”).

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 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. As of March 31, 2024, the subsidiary was not yet operational.

The Company is a start-up company at March 31, 2024 and has no revenue.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 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 three months ended March 31, 2024 are not necessarily indicative of the results for the year ending December 31, 2024.

For the three months ended March 31, 2024 and 2023, the Company had no revenues from product sales and incurred a net loss of $949,450 and $2,613,265, respectively. Net cash used in and provided by operations for the three months ended March 31, 2024, and 2023 was ($58,552) and $273,391, respectively. The Company has incurred recurring losses from operations, and as of March 31, 2024, had an accumulated deficit of $48,152,919 (December 31, 2023 – $47,203,469) and had a negative working capital of $4,621,021 (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 three months ended March 31, 2024, the Company has drawn $110,000 from the Company’s $15 million related party line of credit. The Company also 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 $14.8 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 Ended March 31, 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 Ended March 31, 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:

Summary 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 Ended March 31, 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, and due to related party balances approximated their fair values as of March 31, 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 March 31, 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 Ended March 31, 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 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 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 $1,860 and $11,483 for the three months ended March 31, 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 Ended March 31, 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.

For the three months ended March 31, 2024 and 2023, all outstanding stock options, warrants, and similar instruments were excluded from the computation of diluted net loss per share, because the exercise price of these instruments exceeded the average market price of the Company’s common stock, making them anti-dilutive.

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 March 31, 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 Ended March 31, 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 Ended March 31, 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.

P. Recently Issued but Not Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-07 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, and interim periods within fiscal years beginning after December 15, 2025. 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.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

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

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 and $187,821 in excess of the FDIC insured limit at March 31, 2024 and December 31, 2023, respectively.

5. Other Investment Held at Fair Value

The Company’s Alterola investment is 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 are 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 three months ended March 31, 2024, the Company recorded $80,705 of change in fair value of assets.

As part of the 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 three months ended March 31, 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 Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

5. Other Investment Held at Fair Value (continued)

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

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 March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Furniture and fixtures	$	88,690		$	88,690
Land		260,000			260,000
Construction in progress		10,266,838			10,635,866
Building and improvements		8,883,851			8,883,851
Property, plant and equipment gross		19,499,379			19,868,407
Accumulated depreciation		(3,605,020	)		(3,460,992	)
Net property, plant, and equipment	$	15,894,359		$	16,407,415

The amount of interest expense capitalized and included in construction in progress was $19,452 and $223,271 during the periods ended March 31, 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 exercise the two Real Estate Option Agreements. The Company is in the process of negotiating final terms of the two acquisitions.

As of March 31, 2024, the acquisitions have not been completed.

7. Intangible Assets

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

Schedule of Intangible Assets

	March 31, 2024		December 31, 2023
Licenses	$	1,000	$	1,000
Trademarks		5,450		-
Intangible assets gross		6,450		1,000
Accumulated amortization		-		-
Net intangible assets	$	6,450	$	1,000

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

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 the Company’s Chairwoman and majority shareholder.

As of March 31, 2024, the Lender has funded the Company $6,093,250 (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 March 31, 2024, there was accrued interest of $6,235 (December 31, 2023 – $1,783). The funds have been used for the construction in progress, and during the three months ended March 31, 2024, interest expense of $4,452 (December 31, 2023 – $223,271) has been capitalized (Note 6).

On February 7, 2024, the related party line of credit note was paid down by $150,000 with funds received from a related party short-term note (Note 11).

On February 8, 2024 and March 25, 2024, the Company drew an additional $100,000 and $10,000, respectively, on the related party line of credit note (Note 11), leaving $14.8 million available.

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 March 31, 2024 and December 31, 2023, there were 190,166,318 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 three months ended March 31, 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; and

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

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.

During the three months ended March 31, 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;

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; and

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.

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 $1.05 per share of Common Stock, subject to adjustments as provided under the terms of the September 2022 Warrants. The September 2022 Warrants have a term of five years from the date of issuance. The September 2022 Private Placement closed on September 12, 2022. The Company received gross proceeds of approximately $10 million before deducting transaction-related fees and expenses payable by the Company. As of March 31, 2024, 200,000 of the September 2022 Warrants have been redeemed for $210,000.

In connection with the September 2023 Private Placement, the Company entered into a Registration Rights Agreement with the investors. The Company’s registration statement on Form S-1 to register the securities issued in the September 2022 Private Placement went effective on September 21, 2022.

Transaction costs incurred related to the September 2022 Private Placement include the following: (i) placement agent fees of $800,000, (ii) legal expenses of $55,617, and (iii) escrow agent expenses of $7,650.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

May 2023 Private Placement

On May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company. The combined purchase price of one share and the accompanying warrant (“May 2023 Warrants”) was $0.95. Subject to certain ownership limitations, the May 2023 Warrants are exercisable immediately after issuance at an exercise price equal to $0.95 per share of Common Stock, subject to adjustments as provided under the terms of the May 2023 Warrants. The May 2023 Warrants have a term of five years from the date of issuance. The May 2023 Private Placement closed on May 24, 2023. The Company received gross proceeds of approximately $3.5 million before deducting transaction related fees and expenses payable by the Company.

In connection with the May 2023 Private Placement, the Company entered into a Registration Rights Agreement with the investor. The Company’s registration statement on Form S-3 to register the securities issued in the May 2023 Private Placement went effective on June 5, 2023.

Transaction costs incurred related to the May 2023 Private Placement include the following: (i) placement agent fees of $316,850, and (ii) legal expenses of $78,400.

Warrants

September 2022 Warrants

In the Company’s September 2022 Private Placement, Warrants to purchase up to 9,523,810 shares of Common Stock were issued (“September 2022 Warrants”). The September 2022 Warrants were initially exercisable at a price of $1.05 per share, subject to adjustment as set forth in the September 2022 Warrants, at any time after September 12, 2022 and will expire on September 13, 2027. In connection with the May 2023 Private Placement, the exercise price of the September 2022 Warrants issued in the September 2022 Private Placement was reduced to $0.95 per share.

The fair value of the September 2022 Warrants immediately prior to the modification was $7,399,000, and the fair value of the September 2022 Warrants immediately after the modification was $6,901,000, representing a decrease in fair value of $498,000. In accordance with ASU 2021- 04, as the modification was a result of issuing equity and there was no increase in fair value, the Company accounted for the adjustment as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital.

May 2023 Warrants

In the Company’s May 2023 Private Placement, Warrants to purchase up to 3,684,210 shares of Common Stock were issued (“May 2023 Warrants”). The fair value of the May 2023 Warrants was determined utilizing a Black Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $0.78, exercise price of $0.95, term of five years, volatility of 165.0%, risk-free rate of 3.8%, and dividend rate of 0.0%). The grant date fair value of the May 2023 Warrants was estimated to be $1.6 million on May 24, 2023 and is reflected within additional paid-in capital.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

September 2023 Warrants

In connection with the repayment obligation of the related party line of credit note in September 2023, Warrants to purchase up to 2,827,960 shares of Common Stock were issued (“September 2023 Warrants”). The fair value of the September 2023 Warrants was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price of $0.46, exercise price of $3.00, expected life of one year, volatility of 149%, risk-free rate of 5.36%, and dividend rate of 0.0%). The grant date fair value of the September 2023 Warrants was estimated to be approximately $149,180 on September 1, 2023, and is reflected within additional paid-in capital.

10. Stock-Based Compensation

In 2022, the Company adopted the Bright Green Corporation 2022 Omnibus Equity Compensation Plan, which allows for various types of stock-based awards. These awards can be in the form of stock options (including non-qualified and incentive stock options), SARs, restricted shares, performance shares, deferred stock, restricted stock units (“RSUs”), dividend equivalents, bonus shares, or other types of stock-based awards.

As of March 31, 2024 and 2023, there were 7,900,000 and nil, respectively, of awards granted under the Plan. The awards consisted of 1,800,000 shares of stock options and 6,100,000 shares of RSUs.

The Company’s stock-based compensation costs for the three months ended March 31, 2024 and 2023 were $672,138 and $823,900, respectively, with the costs allocated to general and administrative expenses. Stock options accounted for $nil and $nil and RSUs accounted for $130,318 and $nil of the total stock-based compensation costs for the three months ended March 31, 2024 and 2023, respectively.

Stock Options

The Company uses the Black-Scholes option-pricing model to value stock option grants to employees, non-employees, and directors. The fair value of the Company’s common stock is used to determine the fair value of stock options. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

10. Stock-Based Compensation (continued)

During the three months ended March 31, 2024, the Company’s stock option activity was as follows:

On March 31, 2024, 625,000 shares of unvested stock options granted to the Chief Executive Officer of the Company in September 2023 were canceled by mutual agreement between the Company and the Chief Executive Officer.

During the three months ended March 31, 2023, the Company did not have any stock option activity.

The following table summarizes stock option activity for the three months ended March 31, 2024:

	Stock Options Outstanding & Exercisable
				Weighted		Weighted Average
	Number of			Average		Remaining Life
	Stock Options			Exercise Price		(Years)
Balance, December 31, 2023		2,425,000		$	0.3353		9.90
Granted		-			-
Exercised		-			-
Expired/Canceled		(625,000	)		0.3353
Balance, March 31, 2024		1,800,000		$	0.3353		9.60

Restricted Stock Units

The Company accounts for the fair value of restricted stock units (“RSUs”) using the closing market price of the Company’s common stock on the date of the grant. Stock-based compensation cost for RSUs is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the requisite service period (generally the vesting period), net of forfeitures.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

10. Stock-Based Compensation (continued)

During the three months ended March 31, 2024, the Company’s restricted stock unit activity was as follows:

On March 7, 2024, the Company granted 600,000 shares of time-based RSUs, which vest in equal monthly installments over a period of one year beginning March 7, 2024, to the Chief Financial Officer of the Company; and

On March 31, 2024, 625,000 shares of RSUs granted to the Chief Executive Officer of the Company in September 2023 were canceled by mutual agreement and replaced with 5,500,000 RSUs, which consisted of both time-based and performance-based RSUs. The Company granted 500,000 RSUs that vested on March 31, 2024, 3,000,000 RSUs that vest ratably over a period of twenty-four months beginning April 2, 2024, and the remaining 2,000,000 RSUs that vest upon the achievement of certain milestones.

During the three months ended March 31, 2023, the Company did not have any restricted stock unit activity.

The following table summarizes restricted stock unit activity for the three months ended March 31, 2024:

Schedule of Restricted Stock Unit

	Nonvested RSUs
				Weighted Average
	Number of			Fair Value
	RSUs			(Grant Date)
Balance, December 31, 2023		625,000		$	0.3848
Granted		6,100,000			0.2409
Vested		(539,452	)		0.2416
Forfeited/Canceled		(625,000	)		0.3848
Balance, March 31, 2024		5,560,548		$	0.2408

11. Related Party Transactions

Other than the transactions disclosed elsewhere in the condensed consolidated financial statements, the following are the other significant related party transactions and balances:

Included in common stock issued for services during the three months ended March 31, 2024, were 4,957,500 shares of common stock issued to the former Executive Chairman of the Company for services rendered, unpaid cash remuneration, and bonus compensation (Note 9).

Included in stock-based awards granted during the three months ended March 31, 2024, were 5,500,000 shares of RSUs granted to the Chief Executive Officer of the Company. On March 31, 2024, 625,000 shares of RSUs that were granted in September 2023 were canceled by mutual agreement between the Company and the Chief Executive Officer (Note 10).

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

11. Related Party Transactions (continued)

Included in stock-based awards granted during the three months ended March 31, 2024, were 600,000 shares of RSUs granted to the Chief Financial Officer of the Company (Note 10).

At March 31, 2024 and December 31, 2023, $22,927 and $23,460, respectively, was due to a company majority owned by the Company’s former Chief Executive Officer. The amount is included in accounts payable in the condensed consolidated balance sheets.

At March 31, 2024 and December 31, 2023, $134,413 and $68,037, respectively, was due to a company wholly owned by the Company’s Chief Financial Officer, who also is a shareholder. The amount is included in accounts payable in the condensed consolidated balance sheets.

At March 31, 2024 and December 31, 2023, $184,719, and $66,667, respectively, was due to a company wholly owned by the Company’s Chief Executive Officer. The amount is included in accounts payable in the condensed consolidated balance sheets.

At March 31, 2024 and December 31, 2023, $400,000 and $400,000, respectively, was due to a firm that has one of its partners serving on the Company’s Board of Directors. The amount is included in accounts payable in the condensed consolidated balance sheets.

At March 31, 2024, $165,000 short-term note payable in the condensed consolidated balance sheets, was due to a Lender, whose company is owned and controlled by a member of the Company’s Board of Directors. The balance includes $15,000 of interest expense that was capitalized and included in construction in progress (Note 6). The note is personally guaranteed by the Company’s Chairwoman and majority shareholder and the principal and interest are payable on or before June 30, 2024.

At March 31, 2024, the outstanding balance on the related party line of credit of $166,235 in the condensed consolidated balance sheets, was due to a Lender, who is the Company’s Chairwoman and majority shareholder (Note 8).

12. Contingencies

In the ordinary course of business, the Company is routinely defendants in, or parties to a number of pending and threatened legal actions including actions brought on behalf of various classes of claimants. In view of the inherent difficulty of predicting the outcome of such matters, the Company cannot state what the eventual outcome of such matters will be. Legal provisions are established when it becomes probable that the Company will incur an expense related to a legal action and the amount can be reliably estimated. Such provisions are recorded at the best estimate of the amount required to settle any obligation related to these legal actions as at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Management and internal and external experts are involved in estimating any amounts that may be required. The actual costs of resolving these claims may vary significantly from the amount of the legal provisions. The Company’s estimate involves significant judgement, given the varying stages of the proceedings, the fact that the Company’s liability, if any, has yet to be determined and the fact that the underlying matters will change from time to time. Other than as set forth below, the Company is not presently a party to any litigation. The Company is not able to make a reliable assessment of the potential losses as these matters are at an early stage, accordingly, no amounts have been accrued in the condensed consolidated financial statements.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

12. Contingencies (continued)

Bright Green Corporation v. John Fikany, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company filed a complaint for declaratory judgment against a consultant of the Bright Green Group of Companies, an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company’s common stock, based on a failure to fulfill agreed upon conditions precedent to earning such shares from the Company. Defendant counterclaimed and filed a third-party claim against a director of the Company, and her spouse, for claims including wrongful termination and breach of contract. The Company denies defendants allegations and have set forth arguments refuting defendant’s counterclaims and third-party claims. The case has proceeded to trial and a decision is expected in the second half of 2024.

Bright Green Corporation v. Jerry Capussi, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company and defendant, a former consultant of Sunnyland Farms Inc., an entity unrelated to the Company, have each filed claims for declaratory judgment seeking to determine by court order whether defendant is entitled to (i) shares of common stock in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant’s equity ownership of Bright Green Grow Innovations, LLC, a predecessor company of Bright Green Corporation. The lawsuit is in early discovery stages, and the Company is preparing arguments for a summary judgment motion. There are no claims for specific monetary liability against either party.

13. Subsequent Events

The Company’s management has evaluated the subsequent events up to May 20, 2024, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following constitute material subsequent events:

On April 5, 2024 and April 9, 2024, the Company drew an additional $20,000 and $40,000, respectively, on the related party line of credit note, leaving $14.7 million available to draw from that credit facility.

On April 25, 2024, the Company received $749,878 from one accredited investor, pursuant to the Company’s EB-5 Program.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other periodic reports filed with the Securities and Exchange Commission (the “SEC”) for discussions of forward-looking statements and factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis, and elsewhere in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Bright Green Corporation (the “Company”, “BGC”, “Bright Green”, “we,” “us”, or “our) is a first-mover in the U.S. federally-authorized cannabis space. BGC is one of a few companies who have received from the U.S. Drug Enforcement Administration (the “DEA”), a federal controlled substances registration for the bulk manufacturing of cannabis under DEA Registration No. RB0649383 (the “DEA Registration”), which allows the Company to produce and export federally legal cannabis, cannabis extracts, and tetrahydrocannabinol in the U.S. We received the DEA Registration on April 28, 2023, pursuant to the Memorandum of Agreement (the “MOA”) with the DEA entered into on April 27, 2023, which replaced the 2021 Memorandum of Agreement (the “2021 MOA”) (DEA Document Control Number W20078135E). In May 2023, we received a second DEA registration for Importing Schedule I Controlled Substances under DEA registration No. RB0650754.

Unlike state-licensed cannabis companies who engage in commercial sales to consumers, and whose businesses are legal under state law but not federal law, subject to the milestones and requirements set forth herein, we are authorized by the federal government to sell cannabis commercially for research and manufacturing purposes, export cannabis for international cannabis research purposes, and sell cannabis to DEA-registered pharmaceutical companies for the production of medical cannabis products and preparations. Our business activities under the DEA Registration are subject to applicable federal law and regulations and to our obligations under the MOA we entered into with the DEA. Our DEA Registration is valid through July 31, 2024. For our cannabis business line, we plan to focus on the development of cannabis strains and sales of cannabis and hemp products with high contents of CBN (cannabinol) and CBG (cannabigerol).

In addition to research and pharmaceutical supply sales, Bright Green will be able to sell certain cannabinoids, such as CBN (cannabinol) and CBG (cannabigerol) as hemp isolates or extracts, and plans to sell CBN and CBG hemp products to consumers where such products are fully legal under all applicable laws. On August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG, which meet the definition of “hemp” by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis, are outside of the DEA’s jurisdiction because they are not controlled under the CSA. Hemp and hemp products were made legal by the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), which has been codified in 21 U.S.C. § 802(16)(B)(i), and 7 U.S.C. § 1639o. This hemp product business line will be in addition to our research and pharmaceutical cannabis activities conducted under the DEA Registration.

In addition to hemp and cannabis, we plan to manufacture additional plant-based medicines derived from controlled substance plants and fungi, including but not limited to, psilocybin, peyote cactus, and opium poppy as part of our “Drugs Made in America” strategy. In February 2024, we received approval from the New Mexico Board of Pharmacy to produce additional Schedule I and Schedule II controlled substances at our Grants, NM facility (NM Board of Pharmacy License Nos. CS02324187 and WD20220144). We have applied for an additional DEA bulk manufacturing registration for these additional Schedule I and Schedule II controlled substances. Our decision to expand beyond cannabis to other plant-based medicines is in response to increased demand for additional controlled substances, the growing need to bolster domestic supply and production of plant based medicines, and the DEA’s recent decision to increase quotas for certain psychedelic controlled substances. Psilocybin, in particular, has received significant media attention in recent years, and clinical trials on the drug’s potential are underway at the Johns Hopkins Center for Psychedelic & Consciousness Research, the University of California, New York University, the University of Michigan, Yale University, and the Usona Institute, among others. Additionally, in July 2023, the American Medical Association (“AMA”) published language for new Current Procedural Terminology (“CPT”) III codes for psychedelic therapies. The codes went into effect on January 1, 2024. These new CPT codes will facilitate reimbursement and access to FDA-approved psychedelic therapies in the U.S. While no psychedelic-assisted therapy has yet been approved by the FDA, several potential new drugs are in various phases of clinical trials with the potential for at least one approval in 2024. The additional DEA bulk manufacturing registration that Bright Green is seeking will allow us to supply the growing demand for psychedelic and plant-based medicine research, as well as to produce Active Pharmaceutical Ingredients (“APIs”) for a number of key pharmaceutical drugs. Given the recent prescription drug shortages experienced both in the U.S. and in other countries, our additional approval would allow us to meet U.S. demand for these drugs and contribute a consistent domestic supply of these drugs both for API and for research purposes.

Because cannabis, and the other future controlled substances we have applied for DEA registration to manufacture, are still Schedule I and Schedule II controlled substances in the U.S., they have been historically under-researched. Though the majority of Americans now live in states where cannabis is legal, the full potential of the cannabis plant (and other controlled substance plants) for medicinal use remains understudied due to limited access to federally-approved cannabis and other controlled substances. The DEA recently issued a call for more cannabis research supply based on the increased demand for cannabis research in the U.S. As described herein, on April 28, 2023, we received the DEA Registration, which allows us to produce federally legal cannabis, cannabis extracts, and tetrahydrocannabinol and to sell legally within the U.S. to licensed researchers and pharmaceutical companies, in addition to qualifying us to export cannabis internationally. In January 2024, the DEA increased its quotas not only for cannabis but also for psilocybin and other psychedelics to meet medical and scientific needs. Our plan to expand our business to include additional controlled substances is in line with our Company’s mission and is in response to increased demand for these historically understudied plant medicines.

BGC must comply with the terms agreed upon pursuant to the MOA which include: submitting an Individual Procurement Quota on or before April 1 of each year utilizing DEA Form 250; submitting an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA Form 189; collecting samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during the pendency of cultivation and prior to the DEA’s taking possession of the cannabis grown; providing the DEA with 15-day advance written notification, via email, of its intent to harvest cannabis; following the DEA’s packaging, labeling, storage and transportation requirements; distributing DEA’s stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing the DEA with 15-day advance written notification of its intent to distribute cannabis; and invoicing the DEA for harvested cannabis that it intends to sell to the DEA.

Having received our DEA Registration for the bulk manufacturing of cannabis, we are permitted to cultivate and manufacture cannabis, supply cannabis researchers in the U.S. and globally, and produce cannabis for use in pharmaceutical production of prescription medicines within the U.S. Our DEA Registration permits our cannabis activities under federal law, which sets BGC apart from most other U.S. cannabis companies.

We have assembled an experienced team of medical professionals and researchers, international horticultural growers and experts, and construction and cannabis production professionals, which we believe position us as a future industry leader in the production of plant-based medicines.

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in the section titled “Risk Factors” of this Quarterly Report on Form 10-Q.

Results of Operations

This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the three months ended March 31, 2024 and March 31, 2023.

The Company has not started commercial operations but has incurred expenses in connection with corporate and administrative matters, upkeep of acquired properties for future growing, processing and distribution of medical plants, and improvements to those properties. These expenses include stock-based compensation for services rendered, legal and audit fees, and property-related expenses such as depreciation, insurance and taxes. As a result, the Company reported a net loss in both reporting periods.

Three months ended March 31, 2024 compared to three months ended March 31, 2023.

Revenue:

We are a start-up company and have not generated any revenues for the three months ended March 31, 2024 and 2023. We can provide no assurance that we will generate sufficient revenues from our intended business operations to sustain a viable business operation.

Operating Expenses:

We incurred operating expenses in the amount of $1,877,867 for the three months ended March 31, 2024, as compared to $2,612,623 for the same period ended 2023. We incurred general and administrative expenses in the amount of $1,733,839 for the three months ended March 31, 2024, as compared to $2,455,082 for the same period ended 2023. Our operating expenses for all periods consisted entirely of general and administrative expenses and depreciation. The detail by major category within general and administrative expenses for the three months ended March 31, 2024 and 2023 is reflected in the table below.

	Three Months Ended

	March 31, 2024		March 31, 2023

Professional fees	$	688,766	$	926,093
Stock-based compensation		672,138		823,900
Officer salaries		138,418		480,757
Licenses		94,024		5,550
Other expenses		92,877		123,533
Insurance		30,482		40,906
Property taxes		13,943		14,528
Travel		3,191		39,815
Total general and administrative expenses	$	1,733,839	$	2,455,082
Depreciation		144,028		157,541
Total operating expenses	$	1,877,867	$	2,612,623

Our general and administrative expenses decreased by $721,243 for the three months ended March 31, 2024, compared to the same period in 2023, largely due to decreased spending on officer salaries, stock-based compensation to executives, and professional fees.

We expect our general and administrative expenses to increase in future quarters as we continue with our reporting obligations with the SEC and the increased expenses associated with increased operational activity, which is expected for the balance of the year.

Liquidity and Capital Resources

As of March 31, 2024, the Company had cash of $nil compared to $10,059 as of December 31, 2023. The decrease of $10,059 in cash was mainly by the use of funds for the construction in progress and the costs associated with the Company’s SEC filings. This was partly offset by cash received from a $110,000 draw on the line of credit. Since its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equities and draws on the line of credit provided by the Chairwoman of the Company. As of March 31, 2024, the Company had a total stockholders’ equity of $11,113,553 (December 31, 2023 - $10,964,945).

The Company is in its initial stages to start building facilities to grow, research, and distribute medical plants. The Company has incurred recurring losses from operations and, as of March 31, 2024, had an accumulated deficit of $48,152,919 (December 31, 2023 - $47,203,469) and a negative working capital of $4,621,021 (December 31, 2023 – $5,968,030). 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. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain 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. The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing, and the state of the general economic environment in which the Company operates. 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. In the event that the Company is not able to raise capital from investors or credit facilities in a timely manner, the Company will explore available options, including but not limited to an equity-backed loan against the property. In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.

Sources of Liquidity

Cash Flows

Operating Activities

	For the three months ended
	March 31, 2024			Mach 31, 2023

Net cash (used in) provided by operating activities		(58,552	)		273,391

During the three months ended March 31, 2024 and March 31, 2023, all cash (used in) provided by operating activities was for general and administrative expenses.

Investing Activities

	For the three months ended
	March 31, 2024			March 31, 2023

Net cash used in investing activities		(61,507	)		(1,537,668	)

During the three months ended March 31, 2024 and March 31, 2023, all cash used in investing activities was for the construction of the greenhouse.

Financing Activities

	For the three months ended
	March 31, 2024		March 31, 2023

Net cash provided by financing activities		110,000		1,272,205

During the three months ended March 31, 2024, cash provided by financing activities were proceeds of $150,000 from the related party short-term note payable and $110,000 from the related party line of credit. These proceeds were offset by a payment of $150,000 to the related party line of credit.

During the three months ended March 31, 2023, cash provided by financing activities were proceeds of $1,090,000 from the issuance of common stock and warrants, net of issuance costs, and $182,205 from the related party line of credit.

Contractual Obligations and Commitments

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.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three months ended March 31, 2024.

Off-balance sheet arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a detailed discussion about the Company’s significant accounting policies, refer to Note 3 “Summary of Significant Accounting Policies,” in the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. During the three months ended March 31, 2024, no material changes were made to the Company’s significant accounting policies.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3 to the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of March 31, 2024 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation as of March 31, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the period ended March 31, 2024.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. There are no material updates to litigation previously disclosed.

ITEM 1A.

RISK FACTORS

An investment in our securities involves a high degree of risk, including those risks described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which we encourage you to review. There have been no material changes from the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024, as amended on April 29, 2024. If any of these risks are realized, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment in our securities. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. Some statements in this Quarterly Report on Form 10-Q, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” for more information.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit Number		Description

10.1		Memorandum of Agreement, dated February 15, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2024.
10.2		Scope of Work, dated March 6, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2024.
10.3		Credit Agreement, dated March 6, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2024.
10.4		Settlement Agreement and Release, dated March 12, 2024, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2024.
31.1*		Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

* Filed herewith.

†

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

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

	BRIGHT GREEN CORPORATION

Date: May 20, 2024	By:	/s/ Gurvinder Singh
		Gurvinder Singh
		Chief Executive Officer

Date: May 20, 2024	By:	/s/ Saleem Elmasri
		Saleem Elmasri
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Gurvinder Singh, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 of Bright Green Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2024
		/s/ Gurvinder Singh
	Name:	Gurvinder Singh
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Saleem Elmasri, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 of Bright Green Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2024
		/s/ Saleem Elmasri
	Name:	Saleem Elmasri
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bright Green Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024 (the “Report”), I, Gurvinder Singh, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ Gurvinder Singh
	Name:	Gurvinder Singh
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: May 20, 2024

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bright Green Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024 (the “Report”), I, Saleem Elmasri, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ Saleem Elmasri
	Name:	Saleem Elmasri
	Title:	Chief Financial Officer
		(Principal Financial Officer)
Date: May 20, 2024

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 16, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
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)
Local Phone Number	658-1799
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BGXX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		190,166,318
Entity Information, Former Legal or Registered Name	Not Applicable

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash		$ 10,059
Prepaid expenses and other assets	55,524	258,230
Total current assets	55,524	268,289
Other investment held at fair value (Note 5)		726,343
Property, plant, and equipment (Note 6)	15,894,359	16,407,415
Intangible assets (Note 7)	6,450	1,000
Total assets	15,956,333	17,403,047
Current liabilities
Accounts payable (Note 11)	4,489,602	4,175,220
Accrued liabilities	21,943	411,099
Due to others (Note 5)		1,650,000
Total current liabilities	4,676,545	6,236,319
Long-term liabilities
Related party line of credit note (Notes 8 and 11)	166,235	201,783
Total long-term liabilities	166,235	201,783
Total liabilities	4,842,780	6,438,102
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023, respectively (Note 9)
Common stock; $0.0001 par value; 500,000,000 shares authorized; 190,166,318 and 184,758,818 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (Note 9)	19,017	18,476
Additional paid-in capital (Note 9)	59,247,455	58,149,938
Accumulated deficit	(48,152,919)	(47,203,469)
Total stockholders’ equity	11,113,553	10,964,945
Total liabilities and stockholders’ equity	15,956,333	17,403,047
Related Party [Member]
Current liabilities
Related party short-term note payable (Note 11)	$ 165,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	190,166,318	184,758,818
Common stock, shares outstanding	190,166,318	184,758,818

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue
Expenses
General and administrative expenses	1,733,839	2,455,082
Depreciation	144,028	157,541
Total operating expenses	1,877,867	2,612,623
Loss from operations	(1,877,867)	(2,612,623)
Other income (expense)
Foreign currency transaction gain (loss)	533	(642)
Change in fair value of assets, net (Note 5)	(80,705)
Gain on extinguishment of debt (Note 5)	1,008,589
Total other income (expense)	928,417	(642)
Loss before income taxes	(949,450)	(2,613,265)
Income tax expense
Net loss and comprehensive loss	$ (949,450)	$ (2,613,265)
Weighted average common shares outstanding - basic	187,511,977	173,445,814
Weighted average common shares outstanding - diluted	187,511,977	173,445,814
Net loss per common share - basic	$ (0.01)	$ (0.02)
Net loss per common share - diluted	$ (0.01)	$ (0.02)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 17,329	$ 45,637,328	$ (34,075,821)	$ 11,578,836
Balance, shares at Dec. 31, 2022	173,304,800
Common stock issued for services (Note 9)	$ 88	823,812		823,900
Common stock issued for services (Note 11), shares	875,000
Net loss			(2,613,265)	(2,613,265)
Warrants exercised for cash (Note 9)	$ 20	209,980		210,000
Warrants exercised for cash (Note 11), shares	200,000
Common stock issued for cashless conversion from related party LOC for EB-5 program (Note 9)	$ 2	879,998		880,000
Common stock issued for a cashless conversion from related party LOC for EB-5 program (Note 9), shares	22,005
Common stock issued for cash for EB-5 program (Note 9)	$ 2	879,998		880,000
Common stock issued for cash for EB-5 program (Note 11), shares	22,005
Balance at Mar. 31, 2023	$ 17,441	48,431,116	(36,689,086)	11,759,471
Balance, shares at Mar. 31, 2023	174,423,810
Balance at Dec. 31, 2023	$ 18,476	58,149,938	(47,203,469)	10,964,945
Balance, shares at Dec. 31, 2023	184,758,818
Stock-based compensation (Note 10)		130,318		130,318
Common stock issued for settlement of accounts payable (Notes 9 and 11)	$ 242	425,678		425,920
Common stock issued for settlement of accounts payable (Notes 9 and 11), shares	2,420,000
Common stock issued for services (Note 9)	$ 299	541,521		541,820
Common stock issued for services (Note 11), shares	2,987,500
Net loss			(949,450)	(949,450)
Balance at Mar. 31, 2024	$ 19,017	$ 59,247,455	$ (48,152,919)	$ 11,113,553
Balance, shares at Mar. 31, 2024	190,166,318

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (949,450)	$ (2,613,265)
Adjustments to reconcile net cash (used in) provided by operating activities:
Foreign currency transaction (gain) loss	(533)	642
Change in fair value of assets, net	80,705
Gain on extinguishment of debt	(1,008,589)
Depreciation	144,028	157,541
Stock-based compensation	672,138	823,900
Changes in operating assets and liabilities:
Prepaid expenses and other assets	63,088	7,767
Accounts payable	883,845	1,326,189
Accrued liabilities	36,764	491,031
Accrued interest	19,452	79,586
Net cash (used in) provided by operating activities	(58,552)	273,391
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits		47,944
Purchase of intangible assets	(5,450)
Purchase of property, plant, and equipment	(56,057)	(1,585,612)
Net cash used in investing activities	(61,507)	(1,537,668)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party line of credit	110,000	200,000
Payments to related party line of credit	(150,000)	(17,795)
Proceeds from related party short-term note payable	150,000
Proceeds from issuance of common stock		880,000
Proceeds from warrants exercised		210,000
Net cash provided by financing activities	110,000	1,272,205
NET (DECREASE) INCREASE IN CASH	(10,059)	7,928
CASH, BEGINNING OF PERIOD	10,059	414,574	$ 414,574
CASH, END OF PERIOD		422,502	$ 10,059
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 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)

Description of Business and Organization

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Organization

1. Description of Business and Organization

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

The Company is a start-up company at March 31, 2024 and has no revenue.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

Going Concern and Basis of Presentation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Basis of Presentation

2. Going Concern and Basis of Presentation

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

2. Going Concern and Basis of Presentation (continued)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

B. Principles of Consolidation

C. Property, Plant, and Equipment

Summary 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

E. Intangible Assets

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

F. Fair Value of Financial Instruments

	●	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.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

G. Other Investment Held at Fair Value

H. Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs totaled $1,860 and $11,483 for the three months ended March 31, 2024 and 2023, respectively.

I. Income Taxes

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

J. Basic and Diluted Earnings (Loss) Per Share

K. Segment Reporting

L. Use of Estimates

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

M. Stock-Based Compensation

N. Warrants

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

O. Recently Adopted Accounting Standards

P. Recently Issued but Not Adopted Accounting Standards

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

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

Concentration of Credit Risk

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

4. Concentration of Credit Risk

Other Investment Held at Fair Value

3 Months Ended

Mar. 31, 2024

Other Investment Held At Fair Value

Other Investment Held at Fair Value

5. Other Investment Held at Fair Value

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

5. Other Investment Held at Fair Value (continued)

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

Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

6. Property, Plant, and Equipment

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

	March 31, 2024			December 31, 2023
Furniture and fixtures	$	88,690		$	88,690
Land		260,000			260,000
Construction in progress		10,266,838			10,635,866
Building and improvements		8,883,851			8,883,851
Property, plant and equipment gross		19,499,379			19,868,407
Accumulated depreciation		(3,605,020	)		(3,460,992	)
Net property, plant, and equipment	$	15,894,359		$	16,407,415

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.

As of March 31, 2024, the acquisitions have not been completed.

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

7. Intangible Assets

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

Schedule of Intangible Assets

	March 31, 2024		December 31, 2023
Licenses	$	1,000	$	1,000
Trademarks		5,450		-
Intangible assets gross		6,450		1,000
Accumulated amortization		-		-
Net intangible assets	$	6,450	$	1,000

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

Related Party Line of Credit Note

3 Months Ended

Mar. 31, 2024

Related Party Line Of Credit Note

Related Party Line of Credit Note

8. Related Party Line of Credit Note

On February 7, 2024, the related party line of credit note was paid down by $150,000 with funds received from a related party short-term note (Note 11).

On February 8, 2024 and March 25, 2024, the Company drew an additional $100,000 and $10,000, respectively, on the related party line of credit note (Note 11), leaving $14.8 million available.

Stockholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Equity

9. Stockholders’ Equity

During the three months ended March 31, 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; and

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

During the three months ended March 31, 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 one accredited investor in March 2023, pursuant to the Company’s EB-5 Program; and

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.

Private Placement Offerings

September 2022 Private Placement

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

May 2023 Private Placement

Transaction costs incurred related to the May 2023 Private Placement include the following: (i) placement agent fees of $316,850, and (ii) legal expenses of $78,400.

Warrants

September 2022 Warrants

May 2023 Warrants

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

9. Stockholders’ Equity (continued)

September 2023 Warrants

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Stock-Based Compensation

10. Stock-Based Compensation

As of March 31, 2024 and 2023, there were 7,900,000 and nil, respectively, of awards granted under the Plan. The awards consisted of 1,800,000 shares of stock options and 6,100,000 shares of RSUs.

Stock Options

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

10. Stock-Based Compensation (continued)

During the three months ended March 31, 2024, the Company’s stock option activity was as follows:

During the three months ended March 31, 2023, the Company did not have any stock option activity.

The following table summarizes stock option activity for the three months ended March 31, 2024:

	Stock Options Outstanding & Exercisable
				Weighted		Weighted Average
	Number of			Average		Remaining Life
	Stock Options			Exercise Price		(Years)
Balance, December 31, 2023		2,425,000		$	0.3353		9.90
Granted		-			-
Exercised		-			-
Expired/Canceled		(625,000	)		0.3353
Balance, March 31, 2024		1,800,000		$	0.3353		9.60

Restricted Stock Units

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

10. Stock-Based Compensation (continued)

During the three months ended March 31, 2024, the Company’s restricted stock unit activity was as follows:

During the three months ended March 31, 2023, the Company did not have any restricted stock unit activity.

The following table summarizes restricted stock unit activity for the three months ended March 31, 2024:

Schedule of Restricted Stock Unit

	Nonvested RSUs
				Weighted Average
	Number of			Fair Value
	RSUs			(Grant Date)
Balance, December 31, 2023		625,000		$	0.3848
Granted		6,100,000			0.2409
Vested		(539,452	)		0.2416
Forfeited/Canceled		(625,000	)		0.3848
Balance, March 31, 2024		5,560,548		$	0.2408

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

11. Related Party Transactions

Other than the transactions disclosed elsewhere in the condensed consolidated financial statements, the following are the other significant related party transactions and balances:

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

11. Related Party Transactions (continued)

Included in stock-based awards granted during the three months ended March 31, 2024, were 600,000 shares of RSUs granted to the Chief Financial Officer of the Company (Note 10).

Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Contingencies

12. Contingencies

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

12. Contingencies (continued)

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

On April 25, 2024, the Company received $749,878 from one accredited investor, pursuant to the Company’s EB-5 Program.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Measurement

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 Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Principles of Consolidation

B. Principles of Consolidation

Property, Plant, and Equipment

C. Property, Plant, and Equipment

Summary 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.

Long-lived Assets

D. Long-lived Assets

Intangible Assets

E. Intangible Assets

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

F. Fair Value of Financial Instruments

	●	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.

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Other Investment Held at Fair Value

G. Other Investment Held at Fair Value

Advertising Costs

H. Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs totaled $1,860 and $11,483 for the three months ended March 31, 2024 and 2023, respectively.

Income Taxes

I. Income Taxes

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Basic and Diluted Earnings (Loss) Per Share

J. Basic and Diluted Earnings (Loss) Per Share

Segment Reporting

K. Segment Reporting

Use of Estimates

L. Use of Estimates

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

M. Stock-Based Compensation

Warrants

N. Warrants

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Standards

O. Recently Adopted Accounting Standards

Recently Issued but Not Adopted Accounting Standards

P. Recently Issued but Not Adopted Accounting Standards

BRIGHT GREEN CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in United States Dollars)

3. Summary of Significant Accounting Policies (continued)

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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Estimated Useful Life

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

Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

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

	March 31, 2024			December 31, 2023
Furniture and fixtures	$	88,690		$	88,690
Land		260,000			260,000
Construction in progress		10,266,838			10,635,866
Building and improvements		8,883,851			8,883,851
Property, plant and equipment gross		19,499,379			19,868,407
Accumulated depreciation		(3,605,020	)		(3,460,992	)
Net property, plant, and equipment	$	15,894,359		$	16,407,415

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

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

Schedule of Intangible Assets

	March 31, 2024		December 31, 2023
Licenses	$	1,000	$	1,000
Trademarks		5,450		-
Intangible assets gross		6,450		1,000
Accumulated amortization		-		-
Net intangible assets	$	6,450	$	1,000

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Schedule of Summarizes Stock Option Activity

The following table summarizes stock option activity for the three months ended March 31, 2024:

	Stock Options Outstanding & Exercisable
				Weighted		Weighted Average
	Number of			Average		Remaining Life
	Stock Options			Exercise Price		(Years)
Balance, December 31, 2023		2,425,000		$	0.3353		9.90
Granted		-			-
Exercised		-			-
Expired/Canceled		(625,000	)		0.3353
Balance, March 31, 2024		1,800,000		$	0.3353		9.60

Schedule of Restricted Stock Unit

The following table summarizes restricted stock unit activity for the three months ended March 31, 2024:

Schedule of Restricted Stock Unit

	Nonvested RSUs
				Weighted Average
	Number of			Fair Value
	RSUs			(Grant Date)
Balance, December 31, 2023		625,000		$	0.3848
Granted		6,100,000			0.2409
Vested		(539,452	)		0.2416
Forfeited/Canceled		(625,000	)		0.3848
Balance, March 31, 2024		5,560,548		$	0.2408

Description of Business and Organization (Details Narrative) - USD ($)			3 Months Ended
	May 21, 2023	Feb. 01, 2023	Mar. 31, 2024	Mar. 31, 2023	Mar. 29, 2024	Dec. 31, 2023	Sep. 21, 2022
Date of incorporation			Apr. 16, 2019
Shares authorize			500,000,000			500,000,000
Common stock, par value			$ 0.0001			$ 0.0001
Revenue			$ 0
Common Stock [Member]
Aggregate shares of common stock issued				22,005
Common Stock [Member] \| Accredited Investor and Existing Stockholder [Member]
Number of shares sold	3,684,210
Common stock, par value	$ 0.0001
Private Placement [Member]
Shares to be sold		$ 39.99			$ 2.00
Shares authorize					20,000,000
Warrants to purchase shares							9,523,810
Exercise price							$ 1.05
Private Placement [Member] \| Accredited Investor and Existing Stockholder [Member]
Warrants to purchase shares	3,684,210
Exercise price	$ 0.95
Private Placement [Member] \| Common Stock [Member]
Investors offering			$ 800,000
Exchange shares of common stock			200,000
Private Placement [Member] \| Maximum [Member]
Aggregate shares of common stock issued		12,609,152

Going Concern and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 25, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Net Income (Loss) Attributable to Parent	$ 949,450	$ 2,613,265
Net Cash Provided by (Used in) Operating Activities	58,552	(273,391)
Net Cash Provided by (Used in) Operating Activities	(58,552)	$ 273,391
Retained Earnings (Accumulated Deficit)	48,152,919			$ 47,203,469
Working capital deficit	4,621,021			$ 5,968,030
Related party line of credit	110,000
Related party line of credit paid down	15,000,000
Credit facility	14,800,000		$ 14,800,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Related party line of credit paid down	150,000
Related party short term note payable	$ 150,000

Summary of Estimated Useful Life (Details)	Mar. 31, 2024
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Investments			$ 726,343
Advertising cost	$ 1,860	$ 11,483
Income tax examination, description	The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination.

Concentration of Credit Risk (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Risks and Uncertainties [Abstract]
Cash FDIC insured amount	$ 250,000
Excess of FDIC insured limit		$ 187,821

Other Investment Held at Fair Value (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investments			$ 726,343
Change in fair value of assets and liabilities net	80,705
Gain on extinguishment of debt	1,008,589
Other investment held at fair value			$ 726,343
Settlement And Release Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investments	645,638
Number of value forfeited	$ 1,100,000
Number of shares forfeited	118,535,168
Payment of outstanding	$ 568,000
Payment of lieu Outstanding shares of common stock	83,226,814
Number of shares purchase assets	$ 1,650,000
Equipped purchase shares of common stock	27,742,271
Gain on extinguishment of debt	$ 1,008,589

Schedule of Property Plant and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Furniture and fixtures	$ 88,690	$ 88,690
Land	260,000	260,000
Construction in progress	10,266,838	10,635,866
Building and improvements	8,883,851	8,883,851
Property, plant and equipment gross	19,499,379	19,868,407
Accumulated depreciation	(3,605,020)	(3,460,992)
Net property, plant, and equipment	$ 15,894,359	$ 16,407,415

Property, Plant, and Equipment (Details Narrative)				6 Months Ended	9 Months Ended	12 Months Ended
Property, Plant, and Equipment (Details Narrative)	Jan. 01, 2022 USD ($) a	Oct. 21, 2020	Oct. 05, 2020	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2024 USD ($) a	Dec. 31, 2023 USD ($)
Grant Greenhouse GrowersInc [Member] \| Real Estate Option Agreement One [Member]
Property, Plant and Equipment [Line Items]
Area of land for purchase \| a	330
Expiration date			Dec. 31, 2021
Monthly payments	$ 2,000				$ 1,500
Monthly payments for land				$ 1,750
Expense made	$ 5,000
Grant Greenhouse GrowersInc [Member] \| Real Estate Option Agreement Two [Member]
Property, Plant and Equipment [Line Items]
Area of land for purchase \| a	175
Expiration date		Dec. 31, 2021
Monthly payments	$ 1,500
Monthly payments for land						$ 1,000
Expense made	$ 5,000
New Mexico [Member]
Property, Plant and Equipment [Line Items]
Area of land for purchase \| a							70
Venlo Style Green House [Member] \| New Mexico [Member]
Property, Plant and Equipment [Line Items]
Area of land for purchase \| a							22
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Interest costs capitalized							$ 19,452	$ 223,271

Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 6,450	$ 1,000
Accumulated amortization
Net intangible assets	6,450	1,000
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	1,000	1,000
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 5,450

Related Party Line of Credit Note (Details Narrative) - USD ($)				3 Months Ended		12 Months Ended
	Mar. 25, 2024	Feb. 08, 2024	Feb. 07, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 14, 2022	Jun. 05, 2022
Line of Credit Facility [Line Items]
Related party line of credit paid			$ 150,000		$ 880,000
Proceeds from Related Party Debt	$ 10,000	$ 100,000		$ 110,000	$ 200,000
Line of Credit Facility, Remaining Borrowing Capacity	$ 14,800,000			14,800,000
Unsecured Line of Credit [Member] \| LDS Capital LLC [Member]
Line of Credit Facility [Line Items]
Increase in the line of credit capacity amount								$ 3,000,000.0
Additional borrowing capacity								$ 2,000,000.0
Interest rate stated percentage								2.00%
Lender committed funds				6,093,250		$ 5,983,250
Repayments of other debt				6,260,855		6,110,855
Accrued interest				6,235		1,783
Interest costs capitalized				4,452		$ 223,271
Unsecured Line of Credit [Member] \| LDS Capital LLC [Member] \| Construction in Progress [Member]
Line of Credit Facility [Line Items]
Accrued interest				$ 327,605
Unsecured Line of Credit [Member] \| LDS Capital LLC [Member] \| Prime Rate [Member]
Line of Credit Facility [Line Items]
Interest rate stated percentage								2.00%
Unsecured Line of Credit [Member] \| LDS Capital LLC [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing amount								$ 5,000,000.0
Amended Unsecured Line of Credit [Member]
Line of Credit Facility [Line Items]
Increase in the line of credit capacity amount							$ 10,000,000

Stockholders’ Equity (Details Narrative)								1 Months Ended		3 Months Ended
Stockholders’ Equity (Details Narrative)	Feb. 07, 2024 USD ($)	Sep. 01, 2023 USD ($)	May 24, 2023 USD ($)	May 24, 2023 USD ($)	Sep. 21, 2022 USD ($) $ / shares shares	Sep. 12, 2022 USD ($)	Sep. 07, 2022 USD ($) $ / shares shares	Sep. 30, 2023 $ / shares shares	May 31, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 29, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	May 21, 2023 $ / shares	Feb. 01, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized										500,000,000			500,000,000
Common stock, par value \| $ / shares										$ 0.0001			$ 0.0001
Preferred stock, shares authorized										10,000,000			10,000,000
Preferred stock par value \| $ / shares										$ 0.0001			$ 0.0001
Common stock, shares issued										190,166,318			184,758,818
Common stock, shares outstanding										190,166,318			184,758,818
Related party line of credit paid \| $	$ 150,000										$ 880,000
Investments exchanged for payment of credit \| $											$ 880,000
Warrants redeemed, shares										200,000
Warrants redeemed, value \| $										$ 210,000
Placement agent fees \| $					$ 800,000				$ 316,850
Legal fees \| $					55,617				$ 78,400
Escrow deposit \| $					7,650
Warrants fair value \| $					6,901,000		$ 7,399,000
Decrease in fair value of warrants \| $					$ 498,000
Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise price \| $ / shares					$ 0.95									$ 0.95
Purchase price \| $ / shares														$ 0.95
Warrants and rights outstanding term														5 years
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized												20,000,000
Issued price per share \| $ / shares												$ 2.00			$ 39.99
Warrant exercise price \| $ / shares					$ 1.05
Warrants to purchase common stock					9,523,810
Gross proceeds from private placement \| $				$ 3,500,000		$ 10,000,000
Private Placement [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of shares							9,523,810
Warrant exercise price \| $ / shares							$ 1.05
Warrants to purchase common stock							9,523,810
Purchase price \| $ / shares							$ 1.05
Warrants and rights outstanding term							5 years
One Accredited Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for service, shares											200,000
Number of warrants exercised											200,000
Warrant exercise price \| $ / shares											$ 1.05
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for service, shares										2,987,500	875,000
Issuance of shares											22,005
Common Stock [Member] \| Four Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for service, shares										450,000
Issued price per share \| $ / shares										$ 0.2116
Common Stock [Member] \| Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for service, shares										2,537,500
Issuance of shares										2,420,000
Common Stock [Member] \| Executive Chairman [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for service, shares											875,000
Issued price per share \| $ / shares										$ 0.1760	$ 0.9416
Common Stock [Member] \| Board Member [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued price per share \| $ / shares											$ 39.99
Issuance of shares											22,005
Common Stock [Member] \| One Accredited Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued price per share \| $ / shares											$ 39.99
Issuance of shares											22,005
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise price \| $ / shares								$ 3.00
Shares of warrants to purchase								2,827,960
Share price \| $ / shares								$ 0.46
Warrants estimate value \| $		$ 149,180
Warrant [Member] \| Measurement Input, Expected Term [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and rights outstanding term								1 year
Warrant [Member] \| Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate								149
Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate								5.36
Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate								0.000
Warrant [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise price \| $ / shares									$ 0.95
Shares of warrants to purchase									3,684,210
Share price \| $ / shares									$ 0.78
Warrants estimate value \| $			$ 1,600,000
Warrant [Member] \| Private Placement [Member] \| Measurement Input, Expected Term [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and rights outstanding term									5 years
Warrant [Member] \| Private Placement [Member] \| Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate									165.0
Warrant [Member] \| Private Placement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate									3.8
Warrant [Member] \| Private Placement [Member] \| Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend rate									0.000

Schedule of Summarizes Stock Option Activity (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Retirement Benefits [Abstract]
Number of shares, outstanding beginning balance	2,425,000
Weighted average exercise price beginning balance	$ 0.3353
Weighted average remaining life (years)	9 years 7 months 6 days		9 years 10 months 24 days
Number of stock options granted
Weighted average exercise price granted
Number of stock options exercised		0
Weighted average exercise price exercised
Number of stock options expired	(625,000)
Weighted average exercise price expired	$ 0.3353
Number of shares, outstanding ending balance	1,800,000		2,425,000
Weighted average exercise price ending balance	$ 0.3353		$ 0.3353

Schedule of Restricted Stock Unit (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Nonvested RSUs begining balance \| shares	625,000
Weighted Average Fair Value Grant Date beginning balance \| $ / shares	$ 0.3848
Number of Nonvested RSUs Granted \| shares	6,100,000
Weighted Average Fair Value Grant Date Granted \| $ / shares	$ 0.2409
Number of Nonvested RSUs Vested \| shares	(539,452)
Weighted Average Fair Value Grant Date Vested \| $ / shares	$ 0.2416
Number of Nonvested RSUs Forfeited \| shares	(625,000)
Weighted Average Fair Value Grant Date Forfeited \| $ / shares	$ 0.3848
Number of Nonvested RSUs ending balance \| shares	5,560,548
Weighted Average Fair Value Grant Date ending balance \| $ / shares	$ 0.2408

Stock-Based Compensation (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 07, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options shares				0
Share-Based Payment Arrangement, Noncash Expense			$ 672,138	$ 823,900
Stock based compensation costs			$ 541,820	$ 823,900
Issuance of shares
Restricted stock shares		600,000		0
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock shares	625,000
Chief Executive Officer [Member] \| Mutual Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock shares	5,500,000
Restricted stock, shares	500,000
Restricted stock, shares	2,000,000
Chief Executive Officer [Member] \| Mutual Agreement [Member] \| Twenty-Four Months Beginning April 2, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, shares	3,000,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued for cash for EB-5 program (Note 11), shares				22,005
Stock based compensation costs			$ 299	$ 88
Common Stock [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued for cash for EB-5 program (Note 11), shares			2,420,000
Issuance of shares	625,000		5,500,000
Restricted Stock [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares			625,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted shares unit	5,560,548		5,560,548		625,000
Stock based compensation costs
Restricted stock, shares			539,452
Restricted Stock Units (RSUs) [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares			600,000
Equity Compensation Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued for cash for EB-5 program (Note 11), shares			7,900,000
Stock options shares			1,800,000
Share-Based Payment Arrangement, Noncash Expense			$ 672,138		$ 823,900
Stock based compensation costs			$ 130,318
Equity Compensation Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted shares unit	6,100,000		6,100,000

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Issuance of shares
interest expense		$ 15,000
Long-term line of credit	$ 166,235	166,235		$ 201,783
Former Chief Executive Officer [Member] \| Accounts Payable [Member]
Related Party Transaction [Line Items]
Due to related party	22,927	22,927		23,460
Chief Financial Officer [Member] \| Accounts Payable [Member]
Related Party Transaction [Line Items]
Due to related party	134,413	134,413		68,037
Chief Executive Officer [Member] \| Accounts Payable [Member]
Related Party Transaction [Line Items]
Due to related party	184,719	184,719		66,667
Board of Directors [Member] \| Accounts Payable [Member]
Related Party Transaction [Line Items]
Due to related party	400,000	400,000		400,000
Related Party [Member]
Related Party Transaction [Line Items]
Short term note payable	$ 165,000	$ 165,000
Chief Executive Officer [Member] \| Restricted Stock [Member]
Related Party Transaction [Line Items]
Issuance of shares		625,000
Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Issuance of shares		600,000
Common Stock [Member]
Related Party Transaction [Line Items]
Issuance of shares		2,987,500	875,000
Common Stock [Member] \| Former Executive Chairman [Member]
Related Party Transaction [Line Items]
Issuance of shares		4,957,500
Common Stock [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Issuance of shares		2,537,500
Issuance of shares	625,000	5,500,000

Contingencies (Details Narrative)	3 Months Ended
Contingencies (Details Narrative)	Mar. 31, 2024
Contingency, taken by defendant description	(i) shares of common stock in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant’s equity ownership of Bright Green Grow Innovations, LLC, a predecessor company of Bright Green Corporation.
Chief Executive Officer [Member]
Contingency, taken by defendant description	Bright Green Group of Companies, an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company’s common stock, based on a failure to fulfill agreed upon conditions precedent to earning such shares from the Company.

Subsequent Events (Details Narrative) - USD ($)					3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 09, 2024	Apr. 05, 2024	Mar. 25, 2024	Feb. 08, 2024	Mar. 31, 2024	Mar. 31, 2023	Apr. 25, 2024
Subsequent Event [Line Items]
Proceeds from Related Party Debt			$ 10,000	$ 100,000	$ 110,000	$ 200,000
Line of Credit Facility, Remaining Borrowing Capacity			$ 14,800,000		$ 14,800,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from Related Party Debt	$ 40,000	$ 20,000
Line of Credit Facility, Remaining Borrowing Capacity	$ 14,700,000
Subsequent Event [Member] \| One Accredited Investor [Member]
Subsequent Event [Line Items]
Other Receivables, Net, Current							$ 749,878

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