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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 15, 2024

 

Bright Green Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-41395   83-4600841

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(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

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

SECTION 5 – Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 15, 2024, we held our 2024 Annual Meeting of the shareholders, at which the shareholders voted on the matters disclosed in our Proxy Statement. The total number of shares entitled to vote at the Meeting was 191,166,318 and there were present at the Meeting, in person or by proxy, 104,573,341 shares, which constituted a quorum for the Meeting. The final voting results for the matters submitted to a vote of the shareholders were as follows:

 

Proposal No. 1 - Election of Directors

 

Our shareholders elected the persons listed below for a one-year term expiring at our 2025 Annual Meeting or until their respective successors are duly elected and qualified:

 

    FOR   AGAINST  

BROKER NON VOTES
Robert Arnone   86,108,925   4,971,292   13,493,124
Sean Deson   86,108,927   4,971,290   13,493,124
Gurvinder Singh   86,044,761   5,035,456   13,493,124
Lynn Stockwell   90,797,440   332,777   13,493,124
Dean Valore   86,034,967   5,045,250   13,493,124

 

Proposal No. 2 – Reverse Stock Split Proposal

 

Our shareholders voted to authorize the Company’s Board, in its discretion but prior to the one-year anniversary of the date on which the proposal is approved by the Company’s stockholders at the Annual Meeting, to amend our amended and restated certificate of incorporation to effect a reverse stock split of all of the outstanding shares of our common stock, par value $0.0001 per share, at a ratio in the range of 1-for-5 to 1-for-50, with such ratio to be determined by the Board.

 

FOR   AGAINST   ABSTAIN  

BROKER NON-VOTES

101,489,864   2,614,301   469,174   0

 

Proposal No. 3 – Stock Issuance Proposal

 

Our shareholders voted to approve the potential issuance of common stock upon the conversion of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock governing the Series A Preferred Stock.

 

FOR   AGAINST   ABSTAIN  

BROKER NON-VOTES

90,064,069   883,386   132,760   13,493,126

 

Proposal No. 4 – Ratification of Independent Registered Public Accounting Firm

 

Our shareholders ratified the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm for fiscal 2024.

 

FOR   AGAINST   ABSTAIN  

BROKER NON-VOTES

104,178,428   338,669   56,244   0

 

2

 

 

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 hereunto duly authorized.

 

Bright Green Corporation  
   
/s/ Saleem Elmasri  
Saleem Elmasri  
Chief Financial Officer  
   
Date November 18, 2024  

 

3

 

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Nov. 15, 2024
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Document Period End Date Nov. 15, 2024
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
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Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol BGXX
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Elected Not To Use the Extended Transition Period false
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