UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 20, 2024, Mr. Gurvinder Singh resigned as a member of the board of directors (the “Board”) and as Chief Executive Officer of Bright Green Corp. (the “Company”). On same date, Sean Deson, Robert Arnone and Dean Valore resigned as members of the Board of the Company and Mr. Saleem Elmasri resigned as the Chief Financial Officer of the Company. Their resignations were not the result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
As a result of the above resignations of the Board, the sole member of the Board is the current Chair of the Company, Ms. Lynn Stockwell.
On December 27, 2024, the Board appointed Ms. Lynn Stockwell as Chief Executive Officer. The employment history for Ms. Stockwell and material transactions she is involved in with our company are set forth in the Annual Report on Form 10-K/A filed with the SEC on April 29, 2024, and the Current Reports on Form 8-K filed with the SEC on August 19, 2024 and September 18, 2024.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On December 27, 2024, the Company issued a press release concerning the resignations, the new appointment as CEO, and a plan of restructuring.
The press release is furnished with this Current Report on Form 8-K as Exhibits 99.1. The information furnished under this Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any such filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 27, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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/ Lynn Stockwell | |
| Lynn Stockwell | |
| CEO and Director | |
| Date December 27, 2024 |
| 3 |