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 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment No. 1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM TO

 Commission
File Number: 001-41395

 BRIGHT
GREEN CORPORATION

 (Exact
name of Registrant as specified in its Charter)

 Delaware

 83-4600841

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (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

 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, $0.0001 par value per share

 BGXX

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price
of the shares of common stock on The Nasdaq Stock Market on June 30, 2023, was $ 75,060,837.

 The
number of shares of the registrant's common stock outstanding as of April 26, 2024, was 190,166,318.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Auditor
Name:

 Auditor
 Location:

 Auditor
 Firm ID:

 SRCO,
C.P.A., Professional Corporation

 New
York, NY

 6722

 Explanatory
Note

 This
Amendment No. 1 (this "Amendment") amends the Annual Report on Form 10-K for the year ended December 31, 2023, of Bright
Green Corporation (the "Company," "we," "our," "BGC," or "Bright Green"),
which was filed with the Securities and Exchange Commission (the "SEC") on April 16, 2024 (the "Original Filing").
This Amendment is being filed to amend and restate Items 10, 11, 12, 13, and 14 of Part III of the Form 10-K in their entirety. This
information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits information to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement
is filed no later than 120 days after our fiscal year end. We are filing this Amendment to provide information required in Part III of
Form 10-K for the fiscal year ended December 31, 2023 because a definitive proxy statement containing such information will not be filed
by the Company within 120 days after the end of the fiscal year covered by the Original Report.

 In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Part III, Items 10
through 14 of the Original Report are hereby amended and restated in their entirety, and Part IV, Items 15 and 16 of the Original Report
are hereby amended and restated only with respect to the addition to Item 15 of the new certifications by our principal executive officer
and principal financial officer filed herewith. Because no financial statements have been included in this Amendment and this Amendment
does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted.

 Other
than the items outlined above, this Amendment does not attempt to modify or update the Original Filing. This Amendment does not reflect
events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.
Such subsequent matters are addressed in subsequent reports filed by the Company with the SEC. Accordingly, this Amendment should be
read in conjunction with the Original Filing. Capitalized terms not defined in this Amendment have the meaning given to them in the Original
Filing.

 Bright
Green Corporation

 Annual
Report on Form 10-K/A

 Table
of Contents

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 i

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 The
following persons are serving as our executive officers and directors:

 Directors
 and Executive Officers

 Age

 Position/Title

 Singh

 Chief
 Executive Officer and Director

 Saleem
 Elmasri

 Chief
 Financial Officer

 Lynn
 Stockwell

 Chair
 of the Board

 Dean
 Valore

 Robert
 Arnone

 Sean
 Deson

 Family
Relationships

 There
are no family relationships among any of our directors and executive officers, nor have any of our directors or executive officers been
involved in a legal proceeding that would be required to be disclosed pursuant to either 103(c)(2) or 401(f) of Regulation S-K of the
Exchange Act.

 Executive
Officers

Singh has been the Company's Chief Executive Officer since October 2023 and a member of the Company's Board
since February 2024. Mr. Singh has been the CEO of Peak Visory Consulting
("Peak"), a strategic firm specializing in guiding U.S. and Asia-based companies to entry in U.S. markets, since he
founded the Peak in January 2022. From January 2022 until September 2023, Mr. Singh
served as the Chief Strategy Officer for Pangea Global Technology Inc., a vertically integrated company operating in the Ag Tech and
smart lighting wireless technology space. Mr. Singh co-founded Glass House Brands Inc. in January 2018 and served as the Chief
Marketing Officer from such time until October 2021. During his time at Glass House Brands Inc., Mr. Singh was responsible for the
formation and growth of the company's commercial cannabis operations, including the development of six million square feet of
cultivation and the brand's consumer retail business. Previously, Mr. Singh co-founded SC Investments LLC, a real estate
investment firm, in January 2013 and served as CEO from such time until 2017. Prior to that, Mr. Singh co-founded TCW Trends, Inc.,
an active-branded apparel company, where he was pivotal in forging alliances with global retail partners. Mr. Singh holds board
advisory positions for several international companies spanning across the Ag-tech, Real Estate and Consumer packaged goods sectors.
Mr. Singh earned a B.A from Stamford University and an OPM certification from the Harvard Business School. We believe Mr. Singh's qualifications to serve on our board of directors include his experience in the U.S.
markets and his expertise in the Ag-tech industry.

 Saleem
Elmasri has been the Company's Chief Financial Officer since March 2022. Mr. Elmasri has been Managing Partner of
Titan Advisory Services LLC since September 2020. Titan Advisory Services LLC is a boutique advisory firm
focused on providing collaborative and customized financial operations and CFO services to early stage companies. Mr. Elmasri was
Managing Director at DLA LLC, a professional services firm providing clients internal audit, accounting advisory, and corporate
finance services, from June 2019 to April 2021 (ended full time employment September 2020 and became a consultant to DLA through
April 2021). Prior to that, Mr. Elmasri worked as Senior Director for Pine Hill Group LLC, a boutique accounting and transaction
advisory firm, from March 2018 to June 2019, and worked as Senior Manager for PricewaterhouseCoopers LLP, a Big-4 Accounting and
Global Professional Services firm, from September 2007 to March 2018. Mr. Elmasri is a CPA and seasoned business professional who
has a passion for delivering meaningful and measurable value to clients through practical solutions. Mr. Elmasri has over 15 years
of experience in financial and management consulting. Mr. Elmasri began his career at PricewaterhouseCoopers and worked on several
of the firm's Fortune 500 clients, primarily focused on the Life Sciences and Pharmaceutical industry. From PwC, Mr. Elmasri
transitioned to lead advisory practices at boutique consulting firms, specializing in transaction and complex accounting advisory.
Mr. Elmasri has B.S. degrees in Accounting and Finance from Rutgers University.

 Non-Employee
Directors

 Biographical
information for Gurvinder Singh, our Chief Executive Officer and a member of our Board, is set forth above in "Item 10. Executive
Officers".

 Lynn
Stockwell is the founder of Bright Green Corporation and has been a Director of BGC's Board since its inception. Ms. Stockwell
has been the Chair of the Board since February 2024. From 2015 to 2020, Ms. Stockwell was a Managing Member of Bright Green Innovations,
LLC, a concept for a federally legal emerging cannabis company, where Ms. Stockwell was responsible for managing the company's
industry, business and medical research relationships. Ms. Stockwell has served as a director of a hospital and held senior leadership
positions in connection with fund raising events to promote the use of natural additives as an alternative to opioids. Ms. Stockwell
is a sponsor of biomedical research and clinical trials and a member of AHP, the Association for Healthcare Philanthropy, with an interest
in plant-based bio-identical hormone replacement. We believe Ms. Stockwell's qualifications
to serve on our board of directors include her familiarity with our business and operations and her knowledge of the healthcare
industry.

 Dean
M. Valore has been a Director of BGC's Board since 2020 and Lead Independent Director since July 2022.
Mr. Valore is managing partner of Valore & Gordillo L.L.P., a law firm based in Cleveland, Ohio, which he co-founded in January
2012. Since January 2021, Mr. Valore has also acted as Magistrate with the South Euclid Municipal Court in Ohio. Mr. Valore has been
an adjunct professor of law, focusing on federal procedure, with the Cleveland-Marshall College of Law at Cleveland State University
since January 2011. Before entering private practice, Mr. Valore was a United States Attorney. Mr. Valore is an expert in matters
related to federal corporate compliance and acts as legal counsel to several medical-grade cannabis and cannabis-related companies.
Mr. Valore received his J.D. from Cleveland State University - Cleveland-Marshall College of Law and his B.S. in finance from Miami
University. We believe Mr. Valore's qualifications to serve on our board of directors
include his corporate governance and federal regulatory and legal experience.

 Robert
Arnone has been a member of BGC's Board since July 2021. Since 2006, Mr. Arnone has been co-owner and Chief Executive Officer
of Levaero Aviation, the exclusive Canadian dealer for Pilatus Aircraft, and a globally recognized leading aircraft brokerage ("Levaero").
Mr. Arnone joined Levaero in 1999 and held various leadership positions before acquiring the company in 2006. Under his leadership, Levaero
has expanded significantly and regularly records annual sales in excess of $75 million. Mr. Arnone holds a B.A. from Lakehead University
and is a Certified Public Accountant. We believe Mr. Arnone's qualifications to serve on our board of directors include his understanding of our
business and operations and his previous tenure on our Board.

 Sean
Deson h as been a partner at Harrison Co. since January 2020, and the Senior Managing
Director of Deson & Co. since March 2000. Prior to that, Mr. Deson was a Senior Vice President at Donaldson, Lufkin &
Jenrette (DLJ). Mr. Deson has completed in excess of $12 billion in transactions as an Investment Banker and Private Equity
professional. Mr. Deson holds a BS in Computer Technology and an MBA from the University of Michigan, and an MS in Accounting from
Purdue University. We believe Mr. Deson's qualifications to serve on our board of directors include his experience in the
Ag-tech industry, his experience in the banking industry, and his prior experiences as
a board member of public and private companies.

 Corporate
Governance

 Our
business and affairs are managed under the direction of our Board. The number of directors will be fixed by our Board, subject to the
terms of our amended and restated certificate of incorporation and bylaws, which include a requirement that the number of directors be
fixed exclusively by a resolution adopted by directors constituting a majority of the total number of authorized directors, whether or
not there exist any vacancies in previously authorized directorships. Our Board currently consists of five (5) directors.

 When
considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our
Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each
person's background and experience as reflected in the information discussed in each of the directors' individual biographies
set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of
our business.

 Corporate
Governance Profile

 Our
corporate governance is structured in a manner we believe closely aligns our interests with those of our stockholders. Notable features
of our corporate governance structure include the following:

 Our
 Board is not classified, with each of our directors subject to re-election annually;

 A
 majority of our directors satisfy the Nasdaq standards for independence;

 Our
 Board leadership consists of a Lead Independent Director, a Chair of the Board, and
 independent committee chairs.

 Generally,
 all matters to be voted on by stockholders will be approved by a majority (or, in the case of election of directors, by a plurality)
 of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class;

 We
 comply with the requirements of the Nasdaq marketplace rules, including marketplace rules regarding composition of our Board committees;

 By
 virtue of the position, the Lead Independent Director is a member of the audit committee,
 the compensation committee and the nominating and corporate governance committee; and

 We
 do not have a stockholder rights plan.

 Our
directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and
communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent
directors.

 Role
of the Board in Risk Oversight

 The
Board actively manages the Company's risk oversight process and receives periodic reports from management on areas of material
risk to the Company, including operational, financial, legal, and regulatory risks. The Board committees and the lead independent director
assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The audit committee assists the Board with its
oversight of the Company's major financial risk exposures. The compensation committee assists the Board with its oversight of risks
arising from the Company's compensation policies and programs. The nominating and corporate governance committee assists the Board
with its oversight of risks associated with board organization, board independence, and corporate governance. While each committee is
responsible for evaluating certain risks and overseeing the management of those risks, the entire Board is regularly informed about the
risks by committee chairs and the lead independent director.

Independence

 The
Nasdaq marketplace rules require that, subject to specified exceptions, each member of a listed company's audit, compensation
and nominations committees be independent, or, if a listed company has no nominations committee, that director nominees be selected
or recommended for the board's selection by independent directors constituting a majority of the board's independent
directors. The Nasdaq marketplace rules further require that audit committee members satisfy independence criteria set forth in Rule
10A-3 under the Exchange Act and that compensation committee members satisfy the independence criteria set forth in Rule 10C-1 under
the Exchange Act. Nasdaq rules also require that our audit committee be composed of at least three (3) members,

 Our
Board has affirmatively determined that each of Sean Deson, Dean Valore, and Robert Arnone qualify as an independent director,
as defined under the applicable corporate governance standards of Nasdaq. Each of our independent directors are "non-employee directors"
(within the meaning of Rule 16b-3 of the Exchange Act). We have also determined that each member of our audit committee and compensation
committee satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and Rule 10C-1 under the Exchange Act, respectively.

 Board
Leadership

 Mr.
Valore, Lead Independent Director, is a member of the audit committee, corporate governance
and nominating committee, and compensation committee. Ms. Stockwell serves as the chair of the Board. The Board believes that the Company
and its stockholders will benefit from the expertise of Ms. Stockwell serving as chair of the Board. We believe our current Board's
leadership structure enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

 Board
Meetings

 During
the fiscal year ended December 31, 2023, the Board held four meetings. During 2023, each
of the Company's directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board and (ii) the
total number of meetings of all Board committees on which they served.

 The
Company's current policy strongly encourages that all of its directors attend all Board and committee meetings, as well as the
Company's annual meetings of stockholders each year, absent extenuating circumstances that would prevent their attendance. Five
 members of our Board attended the 2023 annual meeting of stockholders.

 Executive
Sessions of Independent Directors

 Independent
directors are required to meet regularly without management participation. During 2023, there were four meetings of independent directors.

 Board
Committees

 In
April 2022, the Board established three standing committees, the audit committee, the compensation committee and the corporate governance
and nominating committee, to assist the Board with the performance of its responsibilities. The initial composition of these committees
was set by the Board at that time, in its discretion. Going forward, the Board designates the members of these committees and the
committee chairs based on the recommendation of the corporate governance and nominating committee. The Board has adopted written charters
for each of these committees, which are available on the investor relations section of our website at  Copies
will also be available in print to any stockholder upon written request.

 Audit
Committee

 The
Board formally established an audit committee in April 2022. The audit committee is composed of three independent directors, Robert
Arnone, Sean Deson, and Dean Valore, Lead Independent Director. Mr. Arnone serves as chair
of the audit committee. The committee's primary duties are to:

 review
 and discuss with management and our independent auditor our annual and quarterly financial statements and related disclosures, including
 disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the
 results of the independent auditor's audit or review, as the case may be;

 review
 our financial reporting processes and internal control over financial reporting systems and the performance, generally, of our internal
 audit function;

 oversee
 the audit and other services of our independent registered public accounting firm and be directly responsible for the appointment,
 independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly
 to the audit committee;

 provide
 an open means of communication among our independent registered public accounting firm, management, our internal auditing function
 and our Board;

 review
 any disagreements between our management and the independent registered public accounting firm regarding our financial reporting;

 prepare
 the audit committee report for inclusion in our proxy statement for our annual stockholder meetings;

 establish
 procedures for complaints received regarding our accounting, internal accounting control and auditing matters; and

 approve
 all audit and permissible non-audit services conducted by our independent registered public accounting firm.

 The
Board has determined that each member of the audit committee is independent of management and free of any relationships that, in the
opinion of the Board, would interfere with the exercise of independent judgment and are independent, as that term is defined under the
enhanced independence standards for audit committee members in the Exchange Act and the rules promulgated thereunder.

 The
Board has determined that Robert Arnone is an "audit committee financial expert," as that term is defined in the rules promulgated
by the SEC pursuant to the Sarbanes-Oxley Act of 2012. The Board has further determined that each member of the audit committee is financially
literate and that at least one member of the committee has accounting or related financial management expertise, as such terms are interpreted
by the Board in its business judgment.

 Compensation
Committee

 The
Board formally established a compensation committee in April 2022. The compensation committee is composed of three independent directors: Dean Valore,
Sean Deson, and Robert Arnone,. Mr.
Valore serves as chair of the compensation committee. The committee's primary duties are to:

 approve
 corporate goals and objectives relevant to executive officer compensation and evaluate executive officer performance in light of
 those goals and objectives;

 determine
 and approve executive officer compensation, including base salary and incentive awards;

 make
 recommendations to the Board regarding compensation plans; and

 administer
 any stock plan, equity incentive plan, inducement plan or other compensation plan adopted for the benefit of our employees and/or
 directors.

 The
compensation committee determines and approve all elements of executive officer compensation. It also provides recommendations to the
Board with respect to non-employee director compensation. The compensation committee may not delegate its authority to any other person,
other than to a subcommittee.

 Compensation
Committee Interlocks and Insider Participation

 No
person who served as a member of the compensation committee during the fiscal year ended December 31, 2023 was a current or former officer
or employee of the Company or engaged in certain transactions with the Company required to be disclosed by regulations of the SEC. Additionally,
there were no compensation committee "interlocks" during the fiscal year ended December 31, 2023, which generally means that
no executive officer of the Company served as a director or member of the compensation committee of another entity, one of whose executive
officers served as a director or member of the compensation committee of the Company.

 Nominating
and Corporate Governance Committee

 Our
Board formally established a nominating and corporate governance committee in April 2022. The nominating and corporate governance committee
is composed of three independent directors: Dean Valore, Sean Deson and Robert Arnone,. Mr. Valore serves as chair of the nominating
and corporate governance committee. The committee's primary duties are to:

 recruit
 new directors, consider director nominees recommended by stockholders and others and recommend nominees for election as directors;

 review
 the size and composition of our Board and committees;

 oversee
 the evaluation of the Board;

 recommend
 actions to increase the Board's effectiveness; and

 develop,
 recommend and oversee our corporate governance principles, including our code of business conduct and ethics and our corporate governance
 guidelines.

 The
nominating and corporate governance committee will consider several qualifications relating to management and leadership experience,
background and integrity and professionalism in evaluating a person's candidacy for membership on the board of directors. The nominating
and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific
board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and
diverse mix of board members. The nominating and corporate governance committee does not distinguish among nominees recommended by stockholders
and other persons.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders.

Nominations

 The
process of recommending director nominees for selection by the Board is undertaken by the nominating and corporate governance committee
(see above).

 The
board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our
bylaws.

 Section
16 Reporting Compliance

 Section
16(a) of the Exchange Act requires certain of our officers and our directors, and persons who own more than 10 percent of a registered
class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater
than 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 Delinquent Section 16(a)
Reports

 Based
solely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2023, all filing requirements
applicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with, except:

 the
 Form 3 filed by Seamus McAuley on February 28, 2023;

 the
 Form 4 filed by Lynn Stockwell on June 1, 2023, reporting two transactions;

 the
 Form 4 filed by Seamus McAuley on June 5, 2023, reporting one transaction;

 the
 Form 4 filed by E. Mailloux Enterprises, Inc. on June 12, 2023, reporting one transaction;

 the
 Form 4 filed by Lynn Stockwell on June 15, 2023, reporting one transaction;

 the
 Form 4 filed by Lynn Stockwell on September 6, 2023, reporting four transactions;

 the
 Form 4 filed by Alfie Morgan on November 21, 2023, reporting one transaction;

 the
 Form 4 filed by Dean Valore on November 21, 2023, reporting one transaction; and

 the
 Form 4 filed by Robert Arnone on November 21, 2023, reporting one transaction.

 Code
of Ethics

 We
adopted a written code of business ethics and conduct (the "Code of Conduct") that applies to all of our directors, officers
and employees, including our Chief Executive Officer and Chief Financial Officer. The objective of the Code of Conduct is to provide
guidelines for maintaining our and our subsidiaries integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct
addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with stockholders, competitors and employees,
insider trading, compliance with laws and reporting any illegal or unethical behavior. As part of the Code of Conduct, any person subject
to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best
interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility
for the stewardship of the Code of Conduct, and it monitors compliance through our nominating and corporate governance committee. Directors,
officers and employees are required to annually certify that they have not violated the Code of Conduct. Our Code of Conduct reflects
the foregoing principles. The full text of our Code Conduct is published on our website at

 We
intend to disclose any amendments to or waivers of certain provisions of our Code of Conduct in a Current Report on Form 8-K.

 Board
Oversight of Risk

 The
Board's Role

 The
Board's role in the Company's risk oversight process includes receipt and review of scheduled and ad hoc reports from members
of the executive management team which relate to areas of actual or potential material risk to the Company, including but not limited
to, operational, financial, legal, regulatory, strategic, transactional and reputational risks. The full Board receives these reports
from the appropriate "risk owner" within the organization to enable each member of the Board to understand our risk identification,
risk management and risk mitigation strategies.

 Risk
Assessment in Compensation Policies and Practices for Employees

 The
compensation committee reviewed the elements of our compensation policies and practices for all of our employees, including our named
executive officers, to evaluate whether risks that may arise from such compensation policies and practices are reasonably likely to have
a material adverse effect on our Company. The compensation committee has concluded that the following current features of our compensation
programs guard against excessive risk-taking:

 compensation
 programs provide a balanced mix of short-term and longer-term incentives;

 base
 salaries are consistent with employees' duties and responsibilities;

 cash
 incentive awards are capped by the compensation committee;

 cash
 incentive awards are tied to corporate performance goals, as well as individual performance
 goals;

 vesting
 periods for equity awards encourage executives to focus on sustained stock price appreciation;

 our
 clawback policy provides our Board the ability to recoup any erroneously awarded performance-based
 compensation from executive officers on account of intentional misconduct; and

 our
 robust stock ownership guidelines for executive officers provide alignment with stockholder
 interests.

 The
compensation committee believes that, for all of our employees, including our named executive officers, our compensation programs do
not lead to excessive risk-taking and instead encourage behavior that supports sustainable value creation. We believe that risks that
may arise from our compensation policies and practices for our employees, including our named executive officers, are not reasonably
likely to have a material adverse effect on our Company.

 Board
Diversity

 Each
of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

 Board Diversity Matrix (As of April 26, 2024)

 Board Size

 Total Number of Directors

 Gender:

 Male

 Female

 Non-Binary

 Gender Undisclosed

 -

 -

 Number of directors who identify in any of the categories below:

 African American or Black

 -

 -

 -

 -

 Alaskan Native or American Indian

 -

 -

 -

 -

 Asian

 -

 -

 -

 -

 Hispanic or Latinx

 -

 -

 -

 -

 Native Hawaiian or Pacific Islander

 -

 -

 -

 -

 White

 -

 -

 Two or more races or ethnicities

 -

 -

 -

 -

 LGBTQ+

 -

 Undisclosed

 -

 Item
11. Executive Compensation.

 The
following is a discussion and analysis of compensation arrangements of the Company's named executive officers. This discussion
may contain forward-looking statements that are based on the Company's current plans, considerations, expectations and determinations
regarding future compensation programs. The actual compensation programs that the Company adopts may differ materially from the currently
planned programs that are summarized in this discussion. As an "emerging growth company" as defined in the JOBS Act, we are
not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements
applicable to emerging growth companies.

 Summary
Executive Compensation Table

 The
following table sets forth information regarding the compensation awarded to or earned by our named executive officers for the fiscal
years ended December 31, 2023 and 2022.

 Name and Principal Position

 Year

 Salary
 ($)

 Option Awards
 (1)($)

 Non-Equity Incentive Plan Compensation
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Gurvinder Singh, Chief Executive Officer (2)

 2023

 100,000

 240,625

 -

 240,625

 581,250

 2022

 -

 -

 -

 -

 -

 Saleem Elmasri, Chief Financial Officer

 2023

 273,485

 -

 200,750

 474,235

 2022

 218,669

 -

 2,000,000

 2,218,669

 Seamus McAuley, Former Chief Executive Officer (2)

 2023

 134,846

 565,000

 699,846

 2022

 12,134

 12,134

 Terry Rafih, Former Chief Executive Officer and Former Executive Chairman (3)

 2023

 600,000

 200,000

 2,342,900

 3,142,900

 2022

 200,000

 4,255,313

 4,455,313

 (1)

 Represents the aggregate grant date fair value of stock option awards granted
in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value
of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions
used in calculating the amounts in this column may be found in the notes to our audited financial statements for the year ended December
31, 2023 set forth in this Annual Report. These amounts do not represent the actual amounts paid to or realized by the executives during
the fiscal years presented.

 (2)

 Mr.
 McAuley resigned as Chief Executive Officer in October 2023. Gurvinder Singh was appointed as his replacement in October 2023.

 (3)

 Mr.
 Rafih resigned as Chief Executive Officer in February 2023 and as Executive Chairman of the Board in February 2024.

 Outstanding
Equity Awards at Fiscal 2023 Year-End

 The
following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Option Exercise Price ($)

 Option
 Expiration
 Date

 Number of Shares or Units of Stock That Have Not Vested (#) Exercisable

 Market Value of Shares or Units of Stock That Have Not Vested ($)

 Gurvinder Singh, Chief Executive Officer (1)

 -

 625,000

 0.385

 09/20/2033

 625,000

 206,313

 Saleem Elmasri, Chief Financial Officer

 -

 -

 -

 -

 -

 -

 Seamus McAuley, Former Chief Executive Officer (1)

 -

 -

 -

 -

 -

 -

 Terry Rafih, Former Chief Executive Officer and Former Executive Chairman (2)

 -

 -

 -

 -

 2,537,500

 837,629

 (1)

 Mr.
 McAuley resigned as Chief Executive Officer in October 2023. Gurvinder Singh was appointed as his replacement in October 2023.

 (2)

 Mr.
 Rafih resigned as Chief Executive Officer in February 2023 and as Executive Chairman of the Board in February 2024.

 Named
Executive Officer Employment Arrangements

 Below
are descriptions of the current employment agreements with our named executive officers.

Singh

 Effective
March 31, 2024, we entered into an Amended Executive Employment Agreement with Gurvinder Singh, the Company's Chief Executive
Officer (the "Singh Agreement"), which replaces in its entirety the executive employment agreement entered into between
the Company and Mr. Singh on October 2, 2023. The Singh Agreement provides Mr. Singh a monthly base salary of $35,833.33 through
October 2, 2024, which monthly base salary shall increase to (i) $38,333.00 from October 2, 2024 to October 2, 2025, and (ii)
$41,667.00 from October 2, 2025 to October 2, 2026. The Singh Agreement provides for customary reimbursement for certain expenses,
and eligibility to participate in the Company's benefit plans and executive compensation programs generally. The Singh
Agreement provides for the award of up to an aggregate of 5,500,000 restricted stock units (the "Singh RSUs" and each
individually a "Singh RSU"), each Singh RSU entitling Mr. Singh to receive one share of the Company's common
stock, par value $0.0001 per share, pursuant to the Company's 2022 Omnibus Equity Incentive Plan (the "Plan"). The
Singh RSUs vest in accordance with the terms provided in the Singh Agreement, which provides that (i) 500,000 of the Singh RSUs
shall become fully vested as of the effective date of the Singh Agreement, (ii) 3,000,000 of the Singh RSUs shall vest in
twenty-four equal installments, beginning on the six month anniversary of October 2, 2023 (the "Vesting RSUs"), and
(iii) the remaining 2,000,000 Singh RSUs (the "Milestone RSUs") shall vest as follows: (a) 500,000 of the Milestone RSUs
shall vest upon receipt by the Company of more than $1 million in exchange for Company equity and/or notes convertible into Company
equity, while Mr. Singh is acting as the Company's Chief Executive Officer, (b) 500,000 of the Milestone RSUs shall vest upon
the receipt of more than $10 million in exchange for Company equity and/or notes convertible into Company equity, while Mr. Singh is
acting as the Company's Chief Executive Officer, (c) 500,000 of the Milestone RSUs shall vest upon the first year in which the
Company has received its Certificate of Occupancy for its Grants, NM facility and such facility is fully operational with any
Schedule I or Schedule II plant based drugs the Company is approved to grow, and (d) 500,000 of the Milestone RSUs shall vest upon the
successful completion of the Company's first harvest for commercial use. The Singh Agreement subjects Mr. Singh to standard
restrictive covenants for agreements of its type, including non-competition, non-solicitation, and invention assignment
provisions.

 If Mr. Singh is terminated by the Company
without cause (as defined in the Singh Agreement), Mr. Singh shall receive six months base salary, accelerated vesting of six months
worth of Vesting RSUs (750,000 Vesting RSUs as of the date hereof), in addition to any other payment required by law, such as unpaid
amounts due. If Mr. Singh resigns from his position after the twelve-month anniversary of the March 31, 2024, due to or as a result
of a substantial alteration of a fundamental term or condition of Mr. Singh's employment, the Company will, in good faith,
negotiate a traditional exit strategy together with a related severance package. With respect to awards, upon termination of Mr.
Singh's employment with the Company, with or without cause (as defined in the Singh Agreement) or for any reason, (i) Mr.
Singh's rights and interests with respect to any unvested awards shall expire – except with respect to the awards
accelerated pursuant to the Singh Agreement, and (ii) Mr. Singh's rights and interests with respect to any vested options
shall expire three (3) months from the date of termination of Mr. Singh's employment, except that in the case of termination
of Mr. Singh's employment due to death or disability, such vested options shall expire one (1) year from the date of
termination of Mr. Singh's employment.

 Saleem
Elmasri

 On
March 7, 2024, we entered into a scope of work agreement with Titan Advisory Services, LLC, a limited liability company controlled by
Saleem Elmasri, Chief Financial Officer of the Company, through which Mr. Elmasri provides services to the Company (the "CFO
Agreement").
The CFO Agreement is effective as of March 1, 2024. Pursuant to the CFO Agreement, Mr. Elmasri shall continue to act as Chief Financial
Officer of the Company through February 28, 2025, and provides Mr. Elmasri with a $20,000 monthly cash fee, and 600,000 restricted stock
units (the "Elmasri
RSUs").
The Elmasri RSUs were issued at the Fair Market Value (as defined in the Company's
2022 Omnibus Equity Compensation Plan) on March 7, 2024 and the Elmasri RSUs shall vest in equal monthly installments over a period of
one year beginning one month from the date of grant.

 The CFO Agreement does not include any termination
or change of control provisions.

 Summary
Director Compensation Table

 The
following table sets forth information regarding the compensation awarded to, earned by or paid to our directors for the fiscal year
ended December 31, 2023.

 Name

 Fees Earned
 or Paid in Cash
 ($)

 Option Awards (1)
 ($)

 Stock Awards (1)
 ($)

 Total
 ($)

 Robert Arnone

 -

 -

 Sean Deson

 -

 -

 -

 -

 Dr. Alfie Morgan (2)

 -

 -

 Gurvinder Singh

 -

 -

 -

 Lynn Stockwell

 -

 -

 Terry Rafih (3)

 -

 -

 -

 -

 Dean Valore

 -

 -

 (1)

 Represents
 the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB
 ASC Topic 718, Compensation – Stock Compensation. The fair value of each stock option award is estimated on the date of grant
 using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may
 be found in the notes to our audited financial statements for the year ended December 31, 2023 set forth in this Annual Report. These
 amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented.

 (2)

 Dr.
 Morgan resigned as a member of our Board in March 2024.

 (3)

 Mr.
 Rafih resigned as Executive Chairman of the Board in February 2024.

 The
Company did not have a director compensation policy for the fiscal year ended December 31, 2023. The Board intends to adopt a
director compensation policy to provide a total compensation package that enables us to attract and retain qualified and experienced
individuals to serve as directors and to align our directors' interests with those of our stockholders.

 Bright
Green Corporation 2022 Omnibus Equity Incentive Plan

 The
Plan was adopted by our Board and became effective upon obtaining shareholder approval on December 12, 2022.

 Summary
of the Plan

 The
following paragraphs provide a summary of the principal features of the Plan and its operation.

 13,547,384
of shares of common stock will be available for delivery pursuant to Awards granted under the Plan. The Plan covers the grant of awards
to the Company's employees (including officers), non-employee consultants and non-employee directors and those of the Company's
affiliates. In addition, the Plan permits the grant of awards (other than incentive stock options) to individuals who are expected to
become an employee to, non-employee consultant or non-employee director of the Company or any of its affiliates within a reasonable period
of time after the grant of an award. Any award granted to any individual who is expected to become an employee, non-employee consultant
or non-employee director will be automatically terminated and cancelled without consideration if the individual does not begin performing
services for the Company or any of its affiliate within twelve (12) months after the grant date. For purposes of the Plan, the Company's
affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we,
directly or indirectly, own either (i) stock of a corporation possessing more than fifty percent (50%) of the total combined voting power
of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of
such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of any non-corporate
entity.

 The
compensation committee of the Board administers the Plan. The compensation committee may delegate any or all of its administrative authority
to the Company's Chief Executive Officer or to a management committee except with respect to awards to executive officers who are
subject to Section 16 of the Exchange Act. In addition, the full Board must serve as the committee with respect to any awards to the
Company's non-employee directors.

 The
stock delivered to settle awards made under the Plan may be authorized and unissued shares or treasury shares, including shares repurchased
by the Company for purposes of the Plan. If any shares subject to any award granted under the Plan (other than a substitute award as
described below) is forfeited or otherwise terminated without delivery of all or a portion of such shares, including on payment in shares
on exercise of a stock appreciation right (or if such shares are returned to the Company due to a forfeiture restriction under such award),
the shares subject to such awards will again be available for issuance under the Plan. Any shares that are withheld or applied as payment
(either actually or by attestation) for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise
of the award will not be treated as having been delivered under the Plan and will, at the discretion of the Company, be available for
grant under the Plan.

 If
a dividend or other distribution (whether in cash, shares of common stock or other property), recapitalization, forward or reverse stock
split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off
or combination involving the Company or repurchase or exchange of our shares or other securities, or other rights to purchase shares
of the Company's securities or other similar transaction or event affects the common stock such that the committee determines that
an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees
under the Plan, the committee will make an equitable change or adjustment as it deems appropriate in the number and kind of securities
subject to awards (whether or not then outstanding) and the related exercise price relating to an award in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan.

 Other
than in the case of substitute awards, (i) a non-employee director who is a lead independent director or a director chair or a newly-appointed
director may not be granted awards for cash or shares that together with any awards granted outside of the Plan have a fair market value
(determined as of the date of grant) in excess of $2,000,000 in a single calendar year and (ii) any other non-employee director may not
be granted awards for cash or shares that together with any awards granted outside of the Plan have a fair market value (determined as
of the date of grant) in excess of $1,000,000 in a single calendar year.

 Types
of Awards

 The
Plan permits the granting of any or all of the following types of awards to all grantees:

 stock
 options, including incentive stock options ("ISOs");

 stock
 appreciation rights ("SARs");

 restricted
 shares;

 deferred
 stock and restricted stock units;

 performance
 units and performance shares;

 dividend
 equivalents;

 bonus
 shares; and

 other
 stock-based awards.

 Generally,
awards under the Plan are granted for no consideration other than prior and future services. Awards granted under the Plan may, in the
discretion of the committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the Plan
or other plan of ours; provided, however, that if SARs are granted in tandem with ISOs, the SARs and ISOs must have the same grant date
and term and the exercise price of the SARs may not be less than the exercise price of the ISOs. The material terms of each award will
be set forth in a written award agreement between the grantee and us.

 Stock
Options and SARs

 The
committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of the
Company or one of its subsidiary corporations). A stock option allows a grantee to purchase a specified number of shares of the common
stock at a predetermined price per share (the "exercise price") during a fixed period measured from the date of grant. A
SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over
a predetermined exercise price per share. The exercise price of an option or a SAR will be determined by the committee and set forth
in the applicable award agreement but (other than in the case of substitute awards) the exercise price may not be less than the fair
market value of a share of common stock on the grant date. The term of each option or SAR is determined by the committee and set forth
in the applicable award agreement, except that the term may not exceed 10 years. Options may be exercised by payment of the purchase
price through one or more of the following means: payment in cash (including personal check or wire transfer), by delivering shares of
the common stock previously owned by the grantee, or with the approval of the committee, by delivery of shares of common stock acquired
upon the exercise of such option or by delivering restricted shares. The committee may also permit a grantee to pay the exercise price
of an option through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered
irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price and any applicable tax withholding amounts to
the Company.

 Restricted
Shares

 The
committee may award restricted shares consisting of shares of common stock which remain subject to a risk of forfeiture and may not be
disposed of by grantees until certain restrictions established by the committee lapse. The vesting conditions may be service-based (i.e.,
requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance
objectives) or both. A grantee receiving restricted shares will have all of the rights of a stockholder, including the right to vote
the shares and the right to receive any dividends, except as otherwise provided in the applicable award agreement. Upon termination of
the grantee's affiliation with the Company during the restriction period (or, if applicable, upon the failure to satisfy the specified
performance objectives during the restriction period), the restricted shares will be forfeited as provided in the applicable award agreement.
Stock dividends and deferred cash dividends issued with respect to restricted shares will be subject to the same restrictions and other
terms as apply to the restricted shares with respect to which such dividends are issued.

 Deferred
Stock and Restricted Stock Units

 The
committee may also grant deferred stock awards and/or restricted stock unit awards. A deferred stock award is the grant of a right to
receive a specified number of shares of common stock at the end of specified deferral periods or upon the occurrence of a specified event,
which satisfies the requirements of Section 409A of the Code. A restricted stock unit award is the grant of a right to receive a specified
number of shares of common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service
or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not
satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

 Restricted
stock units and deferred stock awards carry no voting or other rights associated with stock ownership until the shares underlying the
award are delivered in settlement of the award. Unless otherwise determined by the Committee, a grantee will have the rights to receive
dividend equivalents in respect of deferred stock and/or restricted stock units, which dividend equivalents will be deemed reinvested
in additional shares of deferred stock or restricted stock units, as applicable, and which will remain subject to the same forfeiture
conditions applicable to the deferred stock or restricted stock units to which such dividend equivalents relate.

 Performance
Units

 The
committee may grant performance units, which entitle a grantee to cash or shares conditioned upon the fulfillment of certain performance
conditions and other restrictions as specified by the committee and reflected in the applicable award agreement. The initial value of
a performance unit will be determined by the committee at the time of grant. The committee will determine the terms and conditions of
such awards, including performance and other restrictions placed on these awards, which will be reflected in the applicable award agreement.

 Performance
Shares

 The
committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment
of certain performance conditions and other restrictions as specified by the committee and reflected in the applicable award agreement.
The committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards,
which will be reflected in the applicable award agreement.

 Bonus
Shares

 The
committee may grant fully vested shares of common stock as bonus shares in recognition of past performance or as an inducement to become
an employee, non-employee consultant or director on such terms and conditions as specified in the applicable award agreement.

 Dividend
Equivalents

 The
committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid
on a specified number of shares of common stock. Dividend equivalents may be paid directly to grantees or may be deferred for later delivery
under the Plan. No dividend equivalents may be granted with respect to options or SARs. If deferred such dividend equivalents may be
credited with interest or may be deemed to be invested in shares of common stock or in other property. Any dividend equivalents granted
in conjunction with any award that is subject to forfeiture conditions will remain subject to the same forfeiture conditions applicable
to the award to which such dividend equivalents relate.

 Other
Stock-Based Awards

 The
Plan authorizes the committee to grant awards that are valued in whole or in part by reference to or otherwise based on the Company's
securities. The committee determines the terms and conditions of such awards, including whether awards are paid in shares or cash.

 Merger,
Consolidation or Similar Corporate Transaction

 If
there is a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the Company's
stock, or, collectively, a Corporate Transaction, and the outstanding awards are not assumed by surviving company (or its parent company)
or replaced with economically equivalent awards granted by the surviving company (or its parent company), the committee will cancel any
outstanding awards that are not vested and non-forfeitable as of the consummation of such Corporate Transaction (unless the committee
accelerates the vesting of any such awards) and with respect to any vested and non-forfeitable awards, the committee may either (i) allow
all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel
any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of
such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount
equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested
awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate
Transaction. If an exercise price of the option or SAR exceeds the fair market value of common stock and the option or SAR is not assumed
or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee.

 Further
Amendments to the Plan

 The
Plan may be amended, altered, suspended, discontinued or terminated by the Board without further stockholder approval, unless such approval
of an amendment or alteration is required by law or regulation or under the rules of any stock exchange or automated quotation system
on which the common stock is then listed or quoted. Thus, stockholder approval will not necessarily be required for amendments which
might increase the cost of the Plan or broaden eligibility. Stockholder approval will not be deemed to be required under laws or regulations
that condition favorable treatment of grantees on such approval, although the Board may, in its discretion, seek stockholder approval
in any circumstance in which it deems such approval advisable.

 The
terms of any outstanding option or stock appreciation right may not be amended: (i) to reduce the exercise price of such option or stock
appreciation right, or (ii) cancel any outstanding option or stock appreciation right in exchange for other options or stock appreciation
rights with an exercise price that is less than the exercise price of the cancelled option or stock appreciation right or for any cash
payment (or shares having a fair market value) in an amount that exceeds the excess of the fair market value of the shares underlying
such cancelled option or stock appreciation right over the aggregate exercise price of such option or stock appreciation right or for
any other award, or (iii) take any other action with respect to an option or stock appreciation right that would be treated as a repricing
under the rules and regulations on the principal securities exchange on which the shares are traded, in each case without stockholder
approval. The foregoing restrictions will not apply (i) unless the Company has a class of stock that is registered under Section 12 of
the Exchange Act or (ii) to any adjustment allowed under the provisions of the Plan relating to adjustments for changes in capitalization,
corporate transactions, or a liquidation or dissolution.

 In
addition, subject to the terms of the Plan, no amendment or termination of the Plan may materially and adversely affect the right of
a grantee without the consent of the grantee under any award granted under the Plan.

 Unless
earlier terminated by the Board, the Plan will terminate when no shares remain reserved and available for issuance or, if earlier, on
the tenth anniversary of the most recent effective date of the Plan.

 Federal
Income Tax Consequences

 The
following discussion summarizes the certain Federal income tax consequences of the Plan based on current provisions of the Code, which
are subject to change. This summary is not intended to be exhaustive and does not address all matters which may be relevant to a particular
grantee based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality,
or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section
409A or golden parachute excise taxes under Code Section 4999), or other tax laws other than federal income tax law. The following is
not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances
may vary, the Company advises all grantees to consult their own tax advisors concerning the tax implications of awards granted under
the Plan.

 Options.
A recipient of a stock option will not have taxable income upon the grant of the stock option. For stock options that are not incentive
stock options, the grantee will recognize ordinary income upon exercise in an amount equal to the value of any cash received, plus the
difference between the fair market value of the freely transferable and non-forfeitable shares received by the grantee on the date of
exercise and the exercise price. The grantee's tax basis in such shares will be the fair market value of such shares on the date
the option is exercised. Any gain or loss recognized upon any later disposition of the shares generally will be a long-term or short-term
capital gain or loss.

 The
acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the grantee, except, possibly,
for purposes of the alternative minimum tax. The gain or loss recognized by the grantee on a later sale or other disposition of such
shares will either be long-term capital gain or loss or ordinary income, depending upon whether the grantee holds the shares for the
legally-required period (currently two years from the date of grant and one year from the date of exercise). If the shares are not held
for the legally-required period, the grantee will recognize ordinary income equal to the lesser of (i) the difference between the fair
market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise
price. If the grantee holds the shares for the legally required holding period, the grantee's tax basis in such shares will be
the exercise price paid for the shares.

 Generally,
a company can claim a federal income tax deduction equal to the amount recognized as ordinary income by a grantee in connection with
the exercise of a stock option, but not relating to a grantee's capital gains. Accordingly, the Company will not be entitled to
any tax deduction with respect to an incentive stock option if the grantee holds the shares for the legally-required period.

 Restricted
Shares. Unless a grantee makes the election described below, a grant of restricted shares will not result in taxable income to the
grantee or a deduction for the Company in the year of grant. The value of such restricted shares will be taxable to a grantee as ordinary
income in the year in which the restrictions lapse. Alternatively, a grantee may elect to treat as income in the year of grant the fair
market value of the restricted stock on the date of grant, provided the grantee makes the election within 30 days after the date of such
grant. If such an election were made, the grantee would not be allowed to deduct at a later date the amount included as taxable income
if the grantee should forfeit the shares of restricted stock. The amount of ordinary income recognized by a grantee is deductible by
the Company in the year such income is recognized by the grantee, provided such amount constitutes reasonable compensation to the grantee.
If the election described above is not made, then prior to the lapse of restrictions, dividends paid on the shares subject to such restrictions
will be taxable to the grantee as additional compensation in the year received, and the Company will be allowed a corresponding deduction.

 Other
Awards. Generally, when a grantee receives payment in settlement of any other award granted under the Plan, the amount of cash and
the fair market value of the shares received will be ordinary income to such grantee, and the Company will be allowed a corresponding
deduction for federal income tax purposes.

 Generally,
when a grantee receives payment with respect to dividend equivalents, the amount of cash and the fair market value of any shares or other
property received will be ordinary income to such grantee. The Company will be entitled to a federal income tax deduction in an amount
equal to the amount the grantee includes in income.

 If
the grantee is an employee or former employee, the amount the grantee recognizes as ordinary income in connection with an award (other
than an incentive stock option) is subject to tax withholding.

 Limitations
on Deductions. Code Section 162(m) as amended by the Tax Cuts and Jobs Act, limits the Federal income tax deductibility of compensation
paid to any covered employee to $1 million per fiscal year. A "covered employee" is any individual who (i) is the Company's
principal executive officer or principal financial officer at any time during the then current fiscal year, (ii) is one of the three
highest paid named executive officers (other than the principal executive officer or principal financial officer) during the then current
fiscal year or (iii) was a covered employee in any prior fiscal year beginning after December 31, 2016.

 Deferred
Compensation. Under Section 409A of the Code. Any award that is deemed to be a deferral arrangement (excluding certain exempted short-term
deferrals) will be subject to Code Section 409A. Generally, Code Section 409A imposes accelerated inclusion in income and tax penalties
on the recipient of deferred compensation that does not satisfy the requirements of Code Section 409A. Options and restricted shares
granted under the Amended and Restated Omnibus Plan will typically be exempt from Code Section 409A. Other awards may result in the deferral
of compensation. Awards under the Plan that may result in the deferral of compensation are intended to be structured to meet applicable
requirements under Code Section 409A. Certain grantee elections and the timing of distributions relating to such awards must also meet
requirements under Code Section 409A in order for income taxation to be deferred and tax penalties avoided by the grantee upon vesting
of the award.

 Equity
Compensation Plan Information

 The
following information is provided as of December 31, 2023 with respect to our equity compensation plans:

 Plan Category:

 Number of
 securities to
 be
 issued upon
 exercise of
 outstanding
 options,
 warrants
 and rights

 Weighted-
 average
 exercise
 price
 of
 outstanding
 options,
 warrants
 and rights

 Number of
 securities
 remaining
 available for
 issuance
 under
 equity
 compensation
 plans
 (excluding
 securities
 reflected
 in column
 (a))

 Equity compensation plans approved by security holders

 3,050,000
 (1)

 $

 9,799,546

 Equity compensation plans not approved by security holders

 -

 $
 -

 -

 Total

 3,050,000

 $

 9,799,546

 (1)
 Does not include 697,838 shares of common stock issued under the Plan.

 Indemnification
Agreements

 We
have entered into indemnification agreements with each of our directors and executive officers. For more information, see "Item
13. Certain Relationships and Related Transactions, and Director Independence - Indemnification Agreements."

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our common stock as of April 26, 2024, by:

 each
 person known to be the beneficial owner of more than 5% of our outstanding common stock;

 each
 of our executive officers and directors; and

 all
 of our executive officers and directors as a group.

 Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes
securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares
subject to options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by
the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the
persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially
owned by them. Unless otherwise noted, the business address of each of the directors and executive officers of the Company is c/o Bright
Green Corporation., 1033 George Hanosh Boulevard Grants, NM 87020.

 Name and address of Beneficial Owner

 Shares Beneficially
 Owned (1)

 Percentage of Shares Beneficially
 Owned (1)

 5% Stockholders:

 E. Mailloux Enterprises, Inc. and related parties (2)

 21,200,000

 11.15
 %

 Named Executive Officers and Directors

 Gurvinder Singh, CEO and Director

 875,000

 *

 Saleem Elmasri, CFO

 1,200,000

 *

 Lynn Stockwell, Director

 72,011,618

 37.87
 %

 Dean Valore, Director

 605,000

 *

 Robert Arnone, Director

 705,000
 (3)

 *

 Sean Deson, Director

 -

 Seamus McAuley, Former Chief Executive Officer(4)

 500,000

 *

 Terry Rafih, Former Chief Executive Officer and Executive Chairman(5)

 22,425,000

 11.79
 %

 Directors and Executive Officers as a Group (8 persons)

 119,521,618

 62.85
 %

 *
Less than 1%.

 (1)
Based on 190,166,318 shares of common stock outstanding as of April 26, 2024. Any shares of common stock not outstanding which are issuable upon the
exercise or conversion of other securities held by a person within the next 60 days are considered to be outstanding when computing such
person's ownership percentage of common stock but are not when computing anyone else's ownership percentage.

 (2)
This information is solely based on the Company's review of filings made on Schedule 13G/A with the SEC, relating to
beneficial ownership of 21,200,000 shares of common stock as of June 12, 2023. The address of E. Mailloux Enterprises, Inc.
("MEI") is 3129 Marentette Ave., Unit 2 Windsor ON N8X 4G1, Canada. Ernie Mailloux has voting and dispositive power with
respect to the shares of common stock held by MEI. Consists of 12,700,000 shares of common stock held by MEI, 7,500,000 shares of common
stock held by Cheryl Mailloux, wife of Mr. Mailloux. Mr. Mailloux may be deemed to have voting and dispositive power over shares of
common stock held by Mrs. Mailloux.

 (3)
Includes 100,000 shares held by Aerigo Solutions Inc. Mr. Arnone has sole voting and dispositive power over the shares of common stock held
by Aerigo Solutions Inc.

 (4) Mr. McAuley resigned as Chief Executive Officer
in October 2023. Gurvinder Singh was appointed as his replacement in October 2023.

 (5) Mr. Rafih resigned as Chief Executive Officer in February 2023 and
as Executive Chairman of the Board in February 2024.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 The
following includes a summary of transactions since January 1, 2022 to which we have been a party, in which the amount involved in the
transaction exceeded the lesser of (i) $120,000 and (ii) 1% of the average of the Company's total assets at year-end for the last
two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than
5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under
"Executive Compensation."

 Agreements
with Lynn Stockwell and LDS Capital LLC

 On
June 5, 2022, the Company and LDS Capital LLC ("LDS"), whose managing member is Lynn Stockwell, chair of the Board, entered
into an unsecured line of credit in the form of a note, which provided that the Company could borrow up to $5 million from LDS, which
amount was increased to $10 million on November 14, 2022 (as amended, the "LDS Note"). On January 31, 2023, LDS assigned
the LDS Note to Ms. Stockwell (the "Lender").

 As
of August 31, 2023, all amounts of principal interests and other costs under the LDS Note were $3,619,788.94 (the "Repayment Obligation").
In connection with the Repayment Obligation, on September 1, 2023, the Company and the Lender entered into an agreement (the "LDS
Agreement") pursuant to which, in consideration for the cancellation and full satisfaction of the Repayment Obligation, the Company
issued to the Lender (i) 2,827,960 shares (the "LDS Shares") of the Company's common stock, par value $0.0001 per share,
representing a conversion of outstanding principal at $1.15 per LDS Share, and (ii) warrants representing a conversion of outstanding
principal at $0.13 per warrant (the "LDS Warrants") to purchase up to 2,827,960 shares of common stock (the "LDS Warrant
Shares") at a price of $3.00 per share.

 The
LDS Warrants became exercisable immediately upon issuance, and shall expire on the earlier of (i) the date that is 45 days after the
date on which closing price of the Company's common stock on the Nasdaq Capital Market equals or exceeds $3.00 per share, and (ii)
August 31, 2024.

 Notwithstanding
the LDS Agreement, the LDS Note remains in full force and effect, and the Company may, upon approval from the Lender, draw down additional
funds under the unsecured line of credit, in accordance with its terms.

 The
LDS Shares, LDS Warrants and LDS Warrant Shares were or will be issued without registration under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not
involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as issuances to accredited investors, and
in reliance on similar exemptions under applicable state laws.

 Indemnification
Agreements

 We
have entered into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify
these individuals for certain expenses (including attorneys' fees), judgments, fines and settlement amounts reasonably incurred
by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person
on behalf of our company or that person's status as a member of our board of directors to the maximum extent allowed under Delaware
law.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Company pursuant to provisions of the State of Delaware, the Company has been informed that, in the opinion of the SEC, such indemnification
is against public policy as expressed in that Act and is, therefore, unenforceable.

 Policies
and Procedures for Transactions with Related Parties

 The
Company has adopted a related party transaction policy that set forth its procedures for the identification, review, consideration and
approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners of
5% or more of any class of the Company's voting securities, immediate family members of any of the foregoing persons, and any entities
in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest. Under the related party transaction
policy, if a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any
transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified
as a related person transaction prior to consummation, information regarding the related person transaction must be reviewed and approved
by the Company's audit committee.

 In
considering related person transactions, the Company's audit committee will take into account the relevant available facts and
circumstances including, but not limited to:

 the
 related person's interest in the related person transaction;

 the
 approximate dollar value of the amount involved in the related person transaction;

 the
 approximate dollar value of the amount of the related person's interest in the transaction
 without regard to the amount of any profit or loss;

 whether
 the transaction was undertaken in the ordinary course of business of the Company;

 whether
 the transaction with the related person is proposed to be, or was, entered into on terms
 no less favorable to the Company than terms that could have been reached with an unrelated
 third party;

 the
 purpose of, and the potential benefits to the Company of, the transaction; and

 any
 other information regarding the related person transaction or the related person in the context
 of the proposed transaction that would be material to investors in light of the circumstances
 of the particular transaction.

 The
related party transaction policy requires that, in determining whether to approve, ratify or reject a related person transaction, the
audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related
person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the
best interests of the Company.

 Item
14. Principal Accounting Fees and Services.

 The
Company's independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2022 is SRCO, C.P.A.,
Professional Corporation ("SRCO"), Amherst, NY, 6722.

 The
following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2023 and 2022 by SRCO.

 (US Dollars)

 2023

 2022

 Audit fees

 $
 99,000

 $
 76,000

 Audit-related fees

 $
 9,000

 $
 23,000

 Tax fees

 $

 $

 All other fees

 $

 $

 Total

 $
 108,000

 $
 99,000

 Audit
fees for the fiscal years ended December 31, 2023 and 2022 rendered by SRCO relate to professional services rendered for the audits of
our financial statements, quarterly reviews, and review of documents filed with the SEC.

 Pre-Approval
Policies and Procedures

 The
audit committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed
to be performed by the independent auditor may be pre-approved. The policy generally provides that we will not engage SRCO to render
any audit, audit-related, tax or permissible non-audit service unless the service is explicitly approved by the audit committee. Any
service to be provided by SRCO requires specific pre-approval by the audit committee or by a designated member of the audit committee
to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or
budgeted amounts will also require specific pre-approval. For pre-approval the audit committee will consider whether such services are
consistent with the SEC's rules on auditor independence.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (1)
The financial statements filed as part of this annual report on Form 10-K are listed in the Index to Financial Statements.

 (2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included
in the financial statements or the notes thereto.

 (3)
Exhibits:

 Exhibit

 Description

 2.1

 Agreement and Plan of Merger between Bright Green Corporation and Bright Green Grown Innovation LLC dated May 28, 2019, filed as Exhibit 2.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 2.2

 Agreement and Plan of Merger between Bright Green Corporation and Grants Greenhouse Growers Inc. dated as of October 30, 2020, filed as Exhibit 2.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 2.3

 Agreement and Plan of Merger between Bright Green Corporation and Naseeb Inc. dated as of November 10, 2020, filed as Exhibit 2.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.1

 Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.2

 Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

 3.3

 Bylaws of the registrant, filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.4

 Amended and Restated Bylaws of the registrant, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

 3.5

 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Bright Green Corporation, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 16, 2022.

 4.1

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 13, 2022.

 4.2**

 Description of Registrant's Securities

 4.3

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 4.4.

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 6, 2023.

 10.1

 Memorandum of Agreement between Bright Green Corporation and the Department of Justice, Drug Enforcement 7 Administration, filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.2

 Line of Credit Note, dated June 4, 2022, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022

 10.3

 Executive Employment Agreement with Edward Robinson, filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.4

 Consulting Agreement with Saleem Elmasri, filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.5#

 Securities Purchase Agreement dated September 7, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.6

 Registration Rights Agreement dated September 12, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.7

 Placement Agent Agreement dated September 12, 2022 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.8

 Executive Employment Agreement, dated September 22, 2022, by and between Bright Green Corporation. and Terry Rafih filed, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2022.

 10.9

 Secondary Stock Purchase Agreement and Release dated October 3, 2022, by and among Bright Green Corporation, Alterola Biotech, Inc. and the Sellers (as defined therein), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2022.

 10.10

 Amendment and Restated Line of Credit Note, dated November 14, 2022, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 14, 2022.

 10.11

 Bright Green Corporation 2022 Omnibus Equity Compensation Plan, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 16, 2022.

 10.12

 Executive Employment Agreement, dated as of February 9, 2023, by and between Bright Green Corporation. and Seamus McAuley, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 15, 2023.

 10.13

 Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2023

 10.14

 Addendum to Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2023

 10.15#

 Securities Purchase Agreement dated May 21, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 10.16

 Registration Rights Agreement dated May 24, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 10.17

 Placement Agency Agreement dated May 21, 2023 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on May 23, 2023

 10.18

 Executive Employment Agreement, dated as of September 20, 2023 and Effective October 2, 2023, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 6, 2023

 10.19

 Memorandum of Understanding between Bright Green Corporation and Terry Rafih, dated February 15, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2024

 10.20

 Scope of Work between Bright Green Corporation and Titan Advisory Services LLC, dated March 7, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 11, 2024.

 10.21

 Credit Agreement dated March 14, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2024.

 10.22

 Settlement Agreement and Release dated March 13, 2024, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2024.

 10.23

 Executive Employment Agreement, dated as of March 29, 2024 and Effective March 31, 2024, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 2, 2024.

 21.1**

 List of subsidiaries of the registrant

 23.1**

 Consent of SRCO, C.P.A., Professional Corporation

 24.1**

 Power of Attorney (included on the signature page of the Original Report.

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1**

 Bright Green Corporation Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **
Filed previously with Original Report.

 Furnished
previously with Original Report.

 #Certain
schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies
of omitted schedules and exhibits to the SEC or its staff upon its request.

Indicates a management contract or compensatory plan, contract or arrangement.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 BRIGHT
 GREEN CORPORATION

 Date:
 April 29, 2024

 By:

 /s/
 Gurvinder Singh

 Name:

 Singh

 Title:

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/
 Gurvinder Singh

 Chief
 Executive Officer and Director

 April

 Singh

 (Principal
 Executive Officer)

 /s/
 Saleem Elmasri

 Chief
 Financial Officer

 April

 Saleem
 Elmasri

 (Principal
 Financial Officer)

 /s/
 Robert Arnone

 April

 Robert
 Arnone

 /s/
 Sean Deson

 April

 Sean
 Deson

 /s/
 Lynn Stockwell

 April

 Lynn
 Stockwell

 /s/
 Dean Valore

 April

 Dean
Valore