Item 1.01. Entry into a Material Definitive Agreement.
On January 13, 2021, Environmental Impact Acquisition Corp., a Delaware
corporation (the "Company"), consummated its initial public offering (the "IPO")
of 20,700,000 units (the "Units") including 2,700,000 Units issued to the
underwriter's upon full exercise of their over-allotment option. Each Unit
consists of one share of Class A common stock of the Company, par value $0.0001
per share ("Class A Common Stock"), and one-half of one redeemable warrant of
the Company ("Warrant"), with each whole Warrant entitling the holder thereof to
purchase one share of Class A Common Stock for $11.50 per share. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of
$207,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statements on Form S-1 (File Nos. 333-251593 and 333-252093) for the IPO,
originally filed with the U.S. Securities and Exchange Commission (the
"Commission") on December 12, 2020 and January 13, 2021, respectively (as
amended, the "Registration Statements"):
? An Underwriting Agreement, dated January 13, 2021, by and among the Company
and Canaccord Genuity LLC, a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference.
? A Business Combination Marketing Agreement, dated January 13, 2021, by and
among the Company and Canaccord Genuity LLC, a copy of which is attached as
Exhibit 1.2 hereto and incorporated herein by reference.
? A Warrant Agreement, dated January 13, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and incorporated herein by reference.
? A Letter Agreement, dated January 13, 2021, by and among the Company, its
officers, its directors, and the Company's sponsor, CG Investments Inc. VI
(the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
? An Investment Management Trust Agreement, dated January 13, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated
herein by reference.
? A Registration Rights Agreement, dated January 13, 2021, by and among the
Company, the Sponsor, HB Strategies LLC and certain security holders, a copy
of which is attached as Exhibit 10.3 hereto and incorporated herein by
reference.
? Private Placement Warrants Purchase Agreement, dated January 13, 2021, by and
among the Registrant, CG Investments Inc. VI and HB Strategies LLC, a copy of
which is attached as Exhibit 10.4 hereto and incorporated by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of 2,000,000
warrants (the "Private Placement Warrants") to HB Strategies LLC at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the
Company of $2,000,000. At closing, the Company also issued to the Sponsor
600,000 warrants pursuant to a Warrant Subscription Agreement dated December 21,
2020 (the "Sponsor Warrants"), and issued each of the Company's three
independent directors 50,000 warrants. pursuant to certain warrant grant
agreements dated December 21, 2020 (the "Director Warrants"). The Private
Placement Warrants, Sponsor Warrants and Director Warrants are identical to the
Warrants included in the Units sold as part of the Units in the IPO, except as
otherwise disclosed in the Registration Statements. No underwriting discounts or
commissions were paid with respect to such sale. The issuances of the Private
Placement Warrants, Sponsor Warrants and Director Warrants were made pursuant to
the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws
On January 13, 2021, in connection with the IPO, the Company filed its Amended
and Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware, effective the same day. The terms of the Amended and Restated
Certificate of Incorporation are set forth in the Registration Statements and
are incorporated herein by reference. A copy of the Amended and Restated
Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
1
Item 8.01. Other Events.
A total of $207,000,000, comprised of $206,750,000 of the proceeds from the IPO
and $250,000 of the proceeds of the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds held in the trust account that may be
released to the Company to pay its taxes (less up to $100,000 interest to pay
dissolution expenses), the funds held in the trust account will not be released
from the trust account until the earliest of (i) the completion of the Company's
initial business combination, (ii) the redemption of any of the Company's public
shares properly submitted in connection with a stockholder vote to amend the
Company's Amended and Restated Certificate of Incorporation (a) to modify the
substance or timing of its obligation to allow redemption in connection with any
proposed initial business combination or to redeem 100% of the Company's public
shares if it does not complete its initial business combination within 18 months
from the closing of the IPO (or up to 24 months form the closing of this
offering if the Company, by resolution of the board, extends the period of time
by an additional six months) or (b) with respect to any other provision relating
to stockholders' rights or pre-initial business combination activity and (iii)
the redemption of the Company's public shares if it is unable to complete its
initial business combination within 18 months from the closing of the IPO (or
within 24 months pursuant to an extension, as described in the Registration
Statements), subject to applicable law.
On January 13, 2021, the Company issued a press release announcing the pricing
of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
On January 19, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
1.1 Underwriting Agreement, dated January 13, 2021, by and among the
Company and Canaccord Genuity LLC .
1.2 Business Combination Marketing Agreement, by and among the Company and
Canaccord Genuity LLC.
3.1 Amended and Restated Certificate of Incorporation.
4.1 Warrant Agreement, dated January 13, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated January 13, 2021, by and among the Company the
Company, its officers, its directors, the Sponsor and HB Strategies
LLC.
10.2 Investment Management Trust Agreement, dated January 13, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 13, 2021, by and among
the Company, the Sponsor, HB Strategies LLC and certain security
holders.
10.4 Private Placement Warrants Purchase Agreement, dated January 13, 2021,
by and between the Company and HB Strategies LLC.
99.1 Press Release, dated January 13, 2021.
99.2 Press Release, dated January 19, 2021.
2
© Edgar Online, source Glimpses