1033 George Hanosh Boulevard

Grants, NM 87020

(833) 658-1799


September 21, 2022




Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549



Bright Green Corporation

Request to Withdraw Registration Statement on Form S-1

File No. 333-266431


Ladies and Gentlemen:


Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Bright Green Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form S-1 (File Number 333-266431), originally filed with the Commission on July 29, 2022 and amended on August 1, 2022 and August 2, 2022 (the “Registration Statement”), together with all amendments and exhibits thereto, effective as of the date hereof or at the earliest practicable date hereafter.


The Company has determined not to proceed with the proposed offering of the securities contemplated by the Registration Statement at this time. The Company confirms that the Registration Statement has not been declared effective by the Commission, and that no securities have been or will be issued or sold in connection with the proposed offering pursuant to the Registration Statement.


The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.


If you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact, Grant Levine, Esq. of Dentons US LLP at (212) 768-5384.


* * * *



/s/ Terry Rafih


Terry Rafih

Interim Chief Executive Officer & Chairman of the Board


cc: Saleem Elmasri, Chief Financial Officer, Bright Green Corporation
  Eric Berlin, Dentons US LLP
  Rob Condon, Dentons US LLP
  Grant Levine, Dentons US LLP
  Zachary Weiss, Dentons US LLP