Bright Green Corp

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. Other than as described below, there have been no material changes from the risk factors described in our AnnualIn addition to the other information set forth in this Quarterly 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 Q, carefully consider these risks are realized, our business, financial condition and results of operations could be materially and adversely affected. In that event, the tr factors described under the heading price of our securities could decline and you could lose all or part of your investmentPart I Item 1A. Risk Factors in our securities. Additional risks of which we are not presently aware or that we currmost recently believe are immaterial may also harm our business and results of operations. Some statements in this Quarterly Annual Report on Form 10-Q, including such statements in the following risk factors, constitutK for the forward-looking statements. See the section entitled Cautionary Note Regarding Forward-Looking Statements for more information.

Our failure to meet the continuing listing requirements of Nasdaq could result in a delisting of our securities. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders ability to sell or purchase our common stock.

On August 16iscal year ended December 31, 2023, we received a written notification (the Notice Letter) from Nasdaq staff (the Staff) indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days (the Bid Price Rule). The Notice Letter stated that we have 180 calendar days, or until February 12, 2024, to regain compliance with the minimum bid price requirement. On February 13, 2024, we received notice (the Approval) from Nasdaq that the Company has been granted an additional 180-day grace period, or until August 12, 2024, to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule and qualify f and Part II Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for continued listing on tthe Nasdaq Capital Market, the minimum bid price per share of the Companys common stock must be at least $1.00 for at least ten consecutive business days on or prior to August 12quarter ended June 30, 2024.

On August 13, 2024, we received a determination letter from the Staff (the Determination Letter), notifying us of the Staff Such risks determination to delist the Companys securities from the Nasdaq, because the Company failed to satisfy the Bid Price Rule. Pursuanscribed are not to the Determination Letter, unless we request an appeal by August 20, 2024, trading of our common stock will be suspended at the opening of tradonly risks facing on August 22, 2024, and a Form 25-NSE will be filed with the SEC, which would remove the Companys securities from listing and registration on the Nasdaq. The Company has submitted a hearing request to appeal the delisting determination to a Panel (the Panel). The Companys hearing request will stay the suspension of the Companys securities and the filing of the Form 25-NSE pending the Panels decision. There can be no assuraus. Additional risks and unce that the Panel will grant the Companys request for continued listing.

If our request for continued listing is nrtainties not granted, then our securities would be delisted. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders ability to sell or purchase our common stock. In the event of a delisting, we would likely take actionsrently known to restore our compliance with Nasdaqs listing requirements, but we can provide no assuranceus, or that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaqs listing requirements.

We have entered into a secured line of credit note with our founder and chair of the Board, whereby they have a first priority lien against our real assets. This indebtedness could materiallour management currently deems to be immaterial, also may and addversely affect our business, financial condition, and results of operations.

On June 5, 2022, we entered into an unsecured line of credit in the form of a note with LDS Capital LLC, whose managing member is a member of our Board of Directors (the Note). The Note originally provided that the Company may borrow up to $5 million through June 5, 2025. On November 14, 2022, the Note was amended to increase the capacity under the Note by $15 million. On January 31, 2023, LDS Capital LLC assigned the Note to Lynn Stockwell, its sole member. On August 19, 2024, the board of directors of the Company approved an amendment and restatement to the Note (the Secured Note), pursuant to which, among other things, upon the Lender making a new advance in the principal amount of at least $3,500,000 under the terms of the Secured Note, all obligations due under the Secured Note shall be secured by (i) a first lien mortgage on the Companys fee interest in the real property and improvements thereon, including, without limitation, the land, building/or operating results. Aside from what follows, fixtures, equipment and machinery located at 1033 George Hanosh Blvd, Grants, NM 87020 (the Property) and a first priority assignment of leases and rents, (ii) a first priority security interest in all accounts receivable of Company, (iii) an assignment of all contracts, licenses, permits, plans, specifications and other documentation with respect to the Property, and (iv) such other collateral as is customary for a loan of this type, including additional real property if the acquisition of such property occurs while this Secured Note is outstanding.

The Secured Note also provides for a conversion feature pursuant to which Lender may, at her discretion, convert the outstanding principal and interest balance of there have been no material changes to those risk factors since the Secured Note into (i) shares of the Companys Common Stock at a price of $1.15 per share (the Shares) and (ii) warrants at a price of $0.13 per warrant, which warrants shall be exercisable into shares of the Companys Common Stock at an exercise price of $3.00 per share (the Warrant Shares). Each of the price per Share and exercise price per Warrant Share represents a premium to the trading price of the Common Stock on the Nasdaq Capital Market.

Additionally, in connection with the entry into the Secured Note, the Company and the Lender entered into an amendment to the Warrant (the Warrant Amendment), pursuant to which the Termination Date (as defined therein) shall mean the earlier of (i) the date that is 45 days after the date ir disclosure in our most recent Annual Report on which the closing price of the Companys Common Stock on the Trading Market (as defined therein) equals or exceeds $3.00 per share, and (ii) August 31, 2027. The Warrant Amendment shall only become effective upon the funding of a minimum of $3,500,000 against the Secured Note.

Any of these factors or others described in the Secured Note, and a default by the Company of any of the terms or covenants of the Secured Note, could materially and adversely affect our business, financial condition and results of operationsForm 10-K and Quarterly Report on Form 10-Q.