TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 9, 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. 3 to Registration Statement on Form S-1 Filed May 6, 2022 File No. 333-263918 Dear Mr. Robinson: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our May 6, 2022 letter. Amendment No. 3 to Registration Statement on Form S-1 Risk Factors Risks Related to Ownership of Our Common Stock The choice of forum provision in our planned amended and restated bylaws, page 22 1. We note your response to our prior comment 1 and reissue the comment in part. Please clearly state here as well as in your revised disclosure on page 49 whether this provision applies to actions arising under the Securities Act or Exchange Act. Additionally, please be certain your risk factor disclosure includes the risks that your exclusive forum provision may result in increased costs for investors to bring a claim. Edward Robinson Bright Green Corp May 9, 2022 Page 2 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 May 9, 2022 Page 2 cc: Rob Condon FirstName LastName