Item 1.01 Entry into a Material Definitive Agreement.
Environmental Impact Acquisition Corp. (the "Company") entered into letter
agreements, dated December 29, 2021 (collectively, the "Letter Agreements"),
with GreenLight Biosciences, Inc. ("GreenLight") and some of the investors (the
"Prepaying Investors") who had previously entered into subscription agreements
with the Company (collectively, the "PIPE Subscription Agreements") to purchase
shares of the Company's common stock being issued in connection with the
consummation of the business combination agreement (the "Business Combination
Agreement") by and among the Company, a subsidiary of the Company named therein,
and GreenLight. The Letter Agreements were entered into in connection with the
issuance by GreenLight of an aggregate of $35.25 million of convertible
securities to the Prepaying Investors. The convertible securities have a
maturity of one year, bear interest at the rate of the minimum applicable
federal rate per annum payable at maturity and, if the business combination is
not completed, convert into equity or other securities of GreenLight if
GreenLight completes certain other financing or sale transactions.
Upon the closing of the business combination, the convertible instruments will
be surrendered and cancelled and, pursuant to the Letter Agreements, the Company
will, among other things, accept such surrender and cancellation as a
corresponding payment by the Prepaying Investors to the Company for such
Prepaying Investors' purchase of shares of the Company's common stock under the
PIPE Subscription Agreements. The Company and GreenLight also agreed that the
aggregate amount paid by the Prepaying Investors for the convertible instruments
would be included for purposes of calculating the Aggregate Closing PIPE
Proceeds under the Business Combination Agreement (as defined therein).
The form of Letter Agreement entered into by the Prepaying Investors is attached
as Exhibit 10.1 hereto and is incorporated herein by reference, and the
foregoing description of the Letter Agreements is qualified in its entirety by
reference thereto.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws with respect to the business of
GreenLight Biosciences, Inc. and its proposed transaction with Environmental
Impact Acquisition Corp. ("ENVI"), including statements regarding the
anticipated benefits and uses of GreenLight's product candidates, the market
opportunities for GreenLight's product candidates, timing of clinical trials,
and the timing of commercial launch of product candidates, and the anticipated
business combination with ENVI. These forward-looking statements are generally
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result" and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from these
forward-looking statements, including but not limited to: the need to obtain
regulatory approval for GreenLight's product candidates; the risk that clinical
trials will not demonstrate that GreenLight's therapeutic product candidates are
safe and effective; the risk that GreenLight's product candidates will have
adverse side effects or other unintended consequences, which could impair their
marketability; the risk that GreenLight's product candidates do not satisfy
other legal and regulatory requirements for marketability in one or more
jurisdictions; the risks of enhanced regulatory scrutiny of mRNA solutions; the
risk of significant delays in research, development, testing, clinical trials
and regulatory approval; the potential inability to achieve GreenLight's goals
regarding scalability and affordability of its product candidates; the
anticipated need for additional capital to achieve GreenLight's business goals;
changes in the industries in which GreenLight operates; changes in laws and
regulations affecting the business of GreenLight; the risk that the proposed
business combination with ENVI may not be completed in a timely manner or at
all, which may adversely affect the price of ENVI's securities; the failure to
satisfy conditions to the consummation of the transaction; the occurrence of any
event, change or other circumstance that could give rise to the termination of
the business combination agreement; risks that the proposed transaction disrupts
current plans and operations of GreenLight; and the potential inability to
implement or achieve business plans, forecasts, and other expectations after the
completion of the proposed transaction. The foregoing list of factors is not
exhaustive. Readers should carefully consider the foregoing factors and the
other risks and uncertainties described in the "Risk Factors" section of the
registration statement on Form S-4 discussed below and other documents filed by
ENVI from time to time with the U.S. Securities and Exchange Commission (the
"SEC"). These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and ENVI and GreenLight assume
no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise.
Neither ENVI nor GreenLight gives any assurance that GreenLight or ENVI, or the
combined company, will achieve any result described in any forward-looking
statement.
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Important Information and Where to Find It
This Current Report on Form 8-K may be deemed to relate to a proposed
transaction between GreenLight Biosciences, Inc. and Environmental Impact
Acquisition Corp. This Current Report on Form 8-K does not constitute either
(a) a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed business combination or (b) an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. ENVI has filed
an amended registration statement on Form S-4with the SEC, which includes a
document that serves as a preliminary prospectus and proxy statement of ENVI,
referred to as a proxy statement/prospectus. The final proxy
statement/prospectus will be sent to all ENVI stockholders after the
registration statement is declared effective by the SEC. ENVI has also filed and
will file other documents regarding the proposed transaction with the SEC. This
Current Report on Form 8-K does not contain all of the information that will be
contained in the final proxy statement/prospectus or other documents filed with
the SEC. Before making any voting decision, investors and security holders of
ENVI are urged to read the registration statement, the final proxy statement/
prospectus and all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the
registration statement, the final proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by ENVI through the
website maintained by the SEC at www.sec.gov or by sending a written request to
ENVI at: ENVI.Inquiries@cgf.com.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
proposed business combination. This Current Report on Form 8-K shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
ENVI, GreenLight and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from ENVI's
shareholders in connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding their interests
in the proposed business combination will be contained in the final proxy
statement/prospectus when available. You may obtain free copies of these
documents as described in the preceding paragraph.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Form of Letter Agreement.
104 Cover page Interactive Data File (formatted as Inline XBRL document)
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