Environmental Impact Acquisition Corp
535 Madison Avenue
New York, New York 10022
VIA EDGAR
December 21, 2020
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Mr. James Lopez
| Re: | Environmental Impact Acquisition Corp |
Draft Registration Statement on Form S-1
Submitted September 18, 2020
CIK 0001822691
Dear Mr. Lopez:
Environmental Impact Acquisition Corp. (the “Corporation,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on October 14, 2020, regarding the Draft Registration Statement on Form S-1 confidentially submitted to the Commission on September 18, 2020.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
Draft Registration Statement on Form S-1 Submitted September 18, 2020
General
| 1. | Please revise your Summary section to explain the business combination marketing agreement with Canaccord, quantify the fees that you will pay Canaccord and clarify any associated conflicts of interest. |
Response: In response to the Staff’s comment, we have revised the disclosure on pages 26 and S-15 of the Registration Statement.
Mr. James Lopez
December 21, 2020
Page 2 of 2
Limited payments to insiders, page 25
| 2. | We note you indicate that you will pay for “the services required to be performed pursuant to the business combination marketing agreement that are payable to Canaccord, contingent on the closing of our initial business combination ….” Please revise to indicate the amount to be paid to Canaccord pursuant to the business combination marketing agreement. Also revise your "Use of Proceeds" section, on page 61, to address the business combination marketing agreement and the amount of the payments pursuant to the marketing agreement payable to Canaccord in a footnote or other text. Finally, also revise your "Related Party Transactions" section, on page 71, to address the amount to be paid to Canaccord pursuant to the business combination marketing agreement. |
Response: In response to the Staff’s comment, we have revised the disclosure on pages 26, 64, 65, 76 and S-15 of the Registration Statement.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Jessica Yuan, at jyuan@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Daniel Coyne | |
| Daniel Coyne, Chief Executive Officer | |
| Environmental Impact Acquisition Corp. |
cc: Jessica Yuan, Esq.
