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United States securities and exchange commission logo
April 7, 2022
Edward Robinson
Chief Executive Officer
Bright Green Corp
401 East Las Olas Blvd.
Suite 1400
Ft. Lauderdale, FL 33301
Re: Bright Green Corp
Registration
Statement on Form S-1
Filed March 28,
2022
File No. 333-263918
Dear Mr. Robinson:
We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary
Capital Requirements, page 5
1. We note your revised
disclosure here and on page 30 stating that "[a]ll timing and
expenditure estimates
are subject to change due to supply chain constraints." Please revise
your risk factor on
page 14 titled "We are subject to risks, including delays, from our
ongoing and future
construction projects" to address the type of supply chain constraints
that you anticipate may
materially impact your planned construction projects.
Edward Robinson
FirstName LastNameEdward Robinson
Bright Green Corp
Comapany
April NameBright Green Corp
7, 2022
April 27, 2022 Page 2
Page
FirstName LastName
Business
Intellectual Property, page 34
2. We note your revised disclosure in response to our prior comment 9.
You state that you
hold three issued patents, however, in your table providing your
issued patents, you list
four issued patents, including Patent No. 11,197,833 for Fortified CBD
oil for treatment of
PTSD. Please revise your disclosure to address this discrepancy.
Production Capabilities, page 34
3. We note your response to our prior comment 8 from our March 11, 2022
letter and reissue
the comment in part. We note that you have revised your disclosure
here to state that
Nordic Supreme is your supplier of cannabis tissue cultures. To the
extent that you have a
material agreement in place with Nordic Supreme, please describe the
material terms of
this agreement in your disclosure and file it as an exhibit to the
registration statement, or,
in the alternative, please tell us why you believe that you are not
required to file the
agreement. Refer to Item 101(h)(4)(v) and Item 601(b)(10) of
Regulation S-K. Please note
that all references to prior comments in this comment letter also
concern our March 11,
2022 letter.
Legal Background - Cannabis, page 36
4. We note your response to our prior comment 10 and reissue the comment
in part. Please
revise your disclosure in your Business section to discuss the effect
of all material existing
or probable governmental regulations on your business, including, for
example, the
potential for regulation by the FDA. Refer to Item 101(h)(4)(ix) of
Regulation S-K. While
you reference here the possibility that your products may, in the
future, "be FDA-
approved" and also state that "there is no guarantee that the FDA will
find [y]our products
safe or effective or grant us the required approvals," it is not clear
which specific FDA
laws may apply to you. For example, you do not mention the Food, Drug
and Cosmetics
Act (the "FDCA") here, although you state in your risk factor on page
12 that it is possible
the FDA would seek to regulate cannabis under the FDCA.
Item 15. Recent Sales of Unregistered Securities, page II-2
5. We note your disclosure on the Cover Page as well as on page 51 that
you issued a private
placement of 12,500 shares of common stock at a price of $4 per share
in January 2022.
Please update your disclosure here to include all relevant information
related to this recent
private placement. Refer to Item 701 of Regulation S-K.
Edward Robinson
Bright Green Corp
April 7, 2022
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
April 7, 2022 Page 3
cc: Rob Condon
FirstName LastName