| 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.
