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United States securities and exchange commission logo
May 6, 2022
Edward Robinson
Chief Executive Officer
Bright Green Corp
401 East Las Olas Blvd.
Suite 1400
Ft. Lauderdale, FL 33301
Re: Bright Green Corp
Amendment No. 2 to
Registration Statement on Form S-1
Filed May 5, 2022
File No. 333-263918
Dear Mr. Robinson:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Risks Related to Ownership of Our Common Stock, page 17
1. We note that the forum
selection provision in your Certificate of Incorporation
identifies the Court of
Chancery of the State of Delaware as the sole and exclusive forum
for certain litigation,
including any derivative action. Revise to clearly and prominently
describe the provision
in an appropriate section of the prospectus, and also revise this
section to address the
associated risks. Please disclose whether this provision applies to
actions arising under
the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or
liability created by the Exchange Act or the Page 3 rules and
Edward Robinson
Bright Green Corp
May 6, 2022
Page 2
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty
or liability created by
the Securities Act or the rules and regulations thereunder. If the
provision applies
to Securities Act claims, please also revise your prospectus to state
that there is
uncertainty as to whether a court would enforce such provision and that
investors cannot
waive compliance with the federal securities laws and the rules and
regulations
thereunder. If this provision does not apply to actions arising under
the Securities
Act or Exchange Act, please also ensure that the exclusive forum
provision in the
governing documents states this clearly, or tell us how you will inform
investors in future
filings that the provision does not apply to any actions arising under
the Securities
Act or Exchange Act. Finally, please be certain your risk factor
disclosure includes the
risks that your exclusive forum provision may result in increased costs
for investors to
bring a claim and that the provision can discourage claims or limit
investors' ability to
bring a claim in a judicial forum that they find favorable.
Exhibit Index, page II-5
2. We note that you have now filed all exhibits with your amended
registration statement.
We also note, however, that it appears as though Exhibit 10.1, the
Memorandum of
Agreement between Bright Green Corporation and the Department of
Justice, Drug
Enforcement Administration, and Exhibit 10.2, the Executive Employment
Agreement
with Edward Robinson, are not executed versions of these agreements.
Please refile the
final executed versions of these agreements or, in the alternative,
advise as to why they are
not available to be filed.
You may contact Tracey Houser at 202-551-3736 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameEdward Robinson
Division of
Corporation Finance
Comapany NameBright Green Corp
Office of Life
Sciences
May 6, 2022 Page 2
cc: Rob Condon
FirstName LastName