BRIGHT GREEN CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)


Item 5.02. Department of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 27, 2022, Edward A. Robinson notified Bright Green Corporation (the “Company”) of his resignation from his position as the Company’s Chief Executive Officer (“CEO”). addition on July 1, 2022, Mr. Robinson notified the Company of his resignation as a member of the Board of Directors (the “Board”). Mr. Robinson will continue to serve the Company as a capital markets advisor. Mr. Robinson served as CEO and a member of the Board since October 2019.

With the departure of Mr. Robinson As CEO, the Board, following recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Terry Rafihthe Company’s Chairman of the Board, as the interim CEO, effective
July 1, 2022. Mr. Rafih will assume the role of interim CEO while continuing his role as the Chairman of the Board.

There are no family relationships between Mr. Rafih and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation SK (“Regulation SK”) prescribed under US Securities Act of 1933, as amended (the “Securities Act”), and There are no arrangements or understandings between Mr. Rafih and any other persons pursuant to which Mr. Rafih was appointed to serve as interim CEO of the Company. Except as previously disclosed under the caption “Certain Relationships and Related Person Transactions” in the Company’s Registration Statement on Form S-1 (Registration No. 333-263918), originally filed with the Securities and Exchange Commission on
March 29, 2022 and declared effective on May 13, 2022which is incorporated herein by reference, there are no transactions between Mr. Rafih and the Company that would be reportable under Item 404(a) of Regulation SK.

Item 7.01. Regulation FD Disclosure

A press release date July 1, 2022, announcing the foregoing changes, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in Item 7.01 of this current report, including Exhibit 99.1 attached hereto, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit No.   Description
99.1            Press Release dated July 1, 2022
104           Cover Page Interactive Data File, formatted in Inline XBRL

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