United States securities and exchange commission logo
March 11, 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. 1 to
Draft Registration Statement on Form S-1
Submitted March 11,
2022
CIK No. 0001886799
Dear Mr. Robinson:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to the Draft Registration Statement on Form S-1
Prospectus Summary
Planned Business Lines, page 2
1. We note your response
to our prior comment 6 and reissue the comment in part. We note
that you have revised
your disclosure in the prospectus summary with respect to your
plans to sell your
products "once legal under applicable law" in the case of your
cannabinoid-focused
products, or "once cannabis legalization occurs at the federal level"
with respect to selling
directly to consumers. Please make corresponding revisions in your
Business section on
pages 33 and 34. Additionally, we note that you continue to state here
and in the Business
section that you plan to sell your products "[f]ollowing final approval
Edward Robinson
FirstName LastNameEdward Robinson
Bright Green Corp
Comapany
March NameBright Green Corp
11, 2022
March2 11, 2022 Page 2
Page
FirstName LastName
from the DEA." Please revise your disclosure to clarify that there is
no guarantee that you
will receive final approval from the DEA.
Recent Developments, page 2
2. We note your response to our prior comment 7 and reissue the comment
in part. Please
revise your disclosure here in the prospectus summary to clarify that
the MoA with the
DEA is only effective for a one-year term, renewable for up to four
additional one-year
terms, and that there is no guarantee that you will obtain necessary
authorization now or in
the future for renewal purposes.
Facilities, page 4
3. We note your statement here that Dalsem is "a world leader in
greenhouse
manufacturing." For this statement regarding Dalsem's leadership,
please disclose the
metric upon which it is based.
Recent Developments and Current Licenses Held, page 4
4. We note your response to our prior comment 5 and reissue the comment
in part. Please
revise your disclosure here to also state that if cannabis becomes
subject to FDA
regulations, then there is no guarantee that the FDA will find your
products safe and
effective or grant you required approvals, and that this may inhibit
your business
prospects even in the case that the federal government were to
legalize cannabis.
Risk Factors
Risks Related to Ownership of Our Common Stock
Our listing differs significantly from an initial public offering conducted on
a firm-commitment
basis, page 17
5. We note your response to comment 8. You continue to include some
statements
contrasting the registered offering to an underwritten initial
public offering, which could
suggest that your offering does not involve statutory underwriters.
See the prospectus
cover page and pages 17 and 56. Please revise these remaining
references to instead refer
to initial public offerings underwritten on a firm commitment basis.
Please also revise the
phrase there will be no underwriters assuming risk in connection
with the initial resale of
shares of our common stock on page 17 in accordance with our prior
comment.
Our listing differs significantly from an initial public offering conducted on
a firm-commitment
basis, page 18
6. We note your response to our prior comment 9 as well as your inclusion
of a new risk
factor on page 14 titled, "Researcher and patient preferences for our
products or brands
can be unpredictable; our marketing and brand development efforts may
not be
successful" and we reissue our comment. Please revise this risk factor
here to discuss any
impact of the company's brand and consumer recognition on the demand
for your shares
Edward Robinson
FirstName LastNameEdward Robinson
Bright Green Corp
Comapany
March NameBright Green Corp
11, 2022
March3 11, 2022 Page 3
Page
FirstName LastName
in the context of conducting a direct listing as opposed to a
firm-commitment underwritten
initial public offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview and History, page 30
7. With reference to prior comment 12, please expand your disclosures
within MD&A to
include the cost of bringing the 22-acre existing greenhouse operation
and the cost to
build the two-acre Fast Start University Greenhouse. Further expand
your disclosures to
discuss the periods over which the costs of these two structures and
the two 57-acre
facility will be incurred to allow an investor to understand the
amount of capital required
for each of these capital expenditures but also when the cash
requirements will be
incurred. Refer to Item 303(b)(1)(ii)(A) of Regulation S-K and Section
IV of SEC
Release Nos. 33-8350 and 34-48960 for guidance.
Business
Production Capabilities, page 34
8. We note your response to our prior comment 17 and reissue the comment
in part. Please
expand your disclosure in the Business section to address the sources
and availability of
raw materials as well as to include the names of your principal
suppliers. Furthermore, to
the extent that you have material agreements in place with any
supplier, please describe
the material terms of these agreements in your disclosure and file
these agreements as
exhibits to the registration statement, or, in the alternative, please
tell us why you believe
that you are not required to file the agreements. Furthermore, while
we note that you have
removed references to Nordic Supreme from your disclosure as you have
ceased your
business relationship with this entity, you continue to state here
that you will draw on the
expertise of Aurora Larssen Projects for the development of your
projects and rely on
them to develop best practices. Please expand your disclosure to
describe the agreement
you have in place with Aurora Larssen, including its material terms,
and file this
agreement as an exhibit to the registration statement, or, in the
alternative, explain why
you believe you are not required to file the agreement. Refer to Item
101(h)(4)(v) and
Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 34
9. We note your response to our prior comment 18 as well as your revised
disclosure that
provides your pending patent applications and we reissue our comment
in part. Please
expand your disclosure to specify on an individual patent basis all
material patent
information for both your issued and pending patents, including the
type of patent
protection you have (e.g., composition of matter, method, or use), the
expiration of such
patents, and the specific jurisdictions in which these patents have
been issued and/or are
pending.
Edward Robinson
FirstName LastNameEdward Robinson
Bright Green Corp
Comapany
March NameBright Green Corp
11, 2022
March4 11, 2022 Page 4
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FirstName LastName
Legal Background - Cannabis, page 35
10. We note your response to our prior comment 21 and reissue the comment.
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. Please also discuss the costs and effects
of compliance with
environmental laws at the federal, state and local level that may
materially impact your
business. Refer to Items 101(h)(4)(ix) and (xi) of Regulation S-K.
Market Growth, page 37
11. We note your response to our prior comment 22 and reissue the comment.
Your revised
disclosure states that "[n]otably, research to date, though limited
due to the ongoing
federal illegality of cannabis and the strict regulations for cannabis
research, indicates that
cannabis legalization likely does not pose a threat to public health
and safety." Given the
current legality status of cannabis at the federal level as well as
that conclusory statements
related to safety and efficacy are within the exclusive authority of
the FDA while the FDA
has not yet found cannabis to be safe and effective, this statement
would appear to be
premature. Please revise this statement to remove the conclusory
statement regarding
public health and safety.
Certain Relationships and Related Person Transactions
Other Related Party Transactions, page 46
12. We note your response to our prior comment 26 in which you state that
no repayment will
be required under the agreement you have with Mrs. Stockwell until
January 1, 2023.
However, your disclosure on page 46 continues to state that "no
payment will be required
prior to January 1, 2022." Please revise your disclosure accordingly
to address this
discrepancy.
2. Basis of Presentation, page F-19
13. As previously requested in comment 31, please include the disclosure
required by ASC
205-40-50 regarding the conditions and events that raise substantial
doubt about your
ability to continue as a going concern and the impact of management
s plans on those
conditions and events in the financial statements. In this regard, we
note that total current
assets of $121,336 is significantly less than total current
liabilities of $296,668 as of
December 31, 2020, accumulated deficit of $3.9 million as of December
31, 2020, net loss
for both periods presented and the subsequent interim period, and
negative operating cash
flows for both periods presented and the subsequent interim period,
which appear to raise
substantial doubt.
Edward Robinson
Bright Green Corp
March 11, 2022
Page 5
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
March 11, 2022 Page 5
cc: Rob Condon
FirstName LastName