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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bright Green Corporation | NASDAQ:BGXX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0038 | -1.70% | 0.22 | 0.216 | 0.23 | 165 | 09:10:58 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 Entry into a Material Definitive Agreement
The disclosures regarding arrangements with Executive Officers set forth in Item 5.02 below are incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Changes to Board of Directors
On March 6, 2024, Sean Deson was appointed to the Board of Directors (the “Board”) of Bright Green Corporation, a Delaware corporation (the “Company”), effective immediately. In connection with Mr. Deson’s appointment to the Board, Mr. Deson was also appointed as a member of each of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Board.
Mr. Deson, age 60, has 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 has and continues to serve on a number of public and private company Boards. Mr. Deson holds a BS in Computer Technology and an MBA from the University of Michigan, and an MS in Accounting from Purdue University.
There are no arrangements or understandings between Mr. Deson and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Deson and the directors, nor between Mr. Deson and any executive officer, of the Company.
On March 6, 2024, Dr. Alfie Morgan, a member of the Board, submitted his resignation as a director, effective March 6, 2024. Dr. Morgan’s resignation was not a result of any disagreement with the Company, the Board, or any committees of the Board, or on any matter relating to the Company’s operations, policies or practices.
Arrangements with Executive Officers
On March 7, 2024, the Company 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 foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CFO Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
10.1 | Scope of Work between Bright Green Corporation and Titan Advisory Services LLC, dated March 7, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 11, 2024 | Bright Green Corporation | |
By: | /s/ Gurvinder Singh | |
Gurvinder Singh | ||
Chief Executive Officer |
Exhibit 10.1
Please find below the proposal for services to be provided by Titan Advisory Services LLC (“Titan”) to Bright Green Corporation (the “Company”).
SCOPE OF WORK
Date: | March 6, 2024 | |
Effective Date: | March 1, 2024 | |
Project: | CFO and Advisory Services - Renewal | |
Services: | The services to be provided are as follows: |
1. | Continue to operate as the Chief Financial Officer, including, but not limited to the following responsibilities: |
a. | Overall financial strategy implementation and execution. | |
b. | Oversee forecasts and budgeting. | |
c. | Oversee finance/ accounting department. | |
d. | SEC financial reporting. | |
e. | Oversee tax compliance. | |
f. | Audit facilitation. |
2. | Continue to operate as the Chief Compliance Officer ensuring that the Company complies with its outside regulatory and legal requirements, as well as internal policies and bylaws. | |
3. | Decision Support Analysis. | |
4. | Ad hoc requests. |
Deliverables: | Deliverables will correlate with the Services listed above. | |
Term: | The SoW will expire on February 28, 2025. | |
Fees: | Fees are fixed at $25,000 per month.
The Company shall issue 600,000 Restricted Stock Units (RSUs) to Saleem Elmasri upon execution of this SoW, which vest over the term of this Scope of Work.
The Company, at the discretion of its Board of Directors, reserves the right to grant Titan bonus payments contingent upon performance.
| |
Payment Terms: | Invoices shall be issued on or about the last business day of the month and payable immediately. |
Thank you for your consideration. We look forward to working with you.
/s/ Saleem Elmasri | |
Saleem Elmasri | |
Managing Partner | |
Titan Advisory Services LLC |
THIS SOW CORRECTLY SETS FORTH THE UNDERSTANDING OF THE COMPANY:
/s/ Gurvinder Singh | CEO | |
SIGNATURE | TITLE | |
Gurvinder Singh | 3/7/2024 | |
PRINT NAME | DATE |
Cover |
Mar. 06, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 06, 2024 |
Entity File Number | 001-41395 |
Entity Registrant Name | BRIGHT GREEN CORPORATION |
Entity Central Index Key | 0001886799 |
Entity Tax Identification Number | 83-4600841 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1033 George Hanosh Boulevard |
Entity Address, City or Town | Grants |
Entity Address, State or Province | NM |
Entity Address, Postal Zip Code | 87020 |
City Area Code | (833) |
Local Phone Number | 658-1799 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Trading Symbol | BGXX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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