United States securities and exchange commission logo
October 6, 2021
Daniel Coyne
Chief Executive Officer
Environmental Impact Acquisition Corp
535 Madison Avenue
New York, NY 10022
Re: Environmental
Impact Acquisition Corp
Registration
Statement of Form S-4
Filed September 7,
2021
File No. 333-259375
Dear Mr. Coyne:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed September 7, 2021
Questions and Answers for Stockholders of ENVI
Q. What equity stake will current ENVI stockholders and current equity
holders of GreenLight
hold in New GreenLight..., page x
1. We note your disclosure
regarding the ownership percentage with respect to the combined
entity following the
business combination. Please revise your disclosure to clarify the
sponsor and its
affiliates total potential ownership interest in the combined company,
assuming exercise and
conversion of all securities.
Q. What vote is required to approve each proposal at the special
meeting?, page xvi
2. With reference to the
Transaction Support Agreement discussed on page 8 and elsewhere
in the proxy
statement/prospectus, please revise to indicate: (i) the total number of shares
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that are subject to the Transaction Support Agreement and (ii) the
number of shares that
are not subject to Transaction Support Agreement. Indicate the number
of shares that
must be voted in favor of each proposal in order to earn approval.
Summary of the Proxy Statement/Prospectus
Company Overview, page 1
3. With reference to the final paragraph in this section, we note as
follows:
You state that you are "in the late stages of development of
several RNA-based
products..." Please revise to clarify that you have only submitted
your most
advanced lead agricultural product targeting the Colorado potato
beetle for EPA
review, and that the other products are in various development
stages ranging from
nascent candidates to some in various stages of field testing.
Please revise your summary to clearly state that all of your human
health candidates,
including your leading RNA-based vaccine candidates, are currently
in a preclinical
stage and that you have not yet submitted an IND to the FDA for
any products in this
group.
Pipe Financing, page 8
4. We note that certain investors will participate in a PIPE investment
that will occur
concurrently with the consummation of the business combination. Please
highlight
material differences, if any, in the terms and price of securities
issued at the time of the
IPO as compared to private placements contemplated at the time of the
business
combination.
Ownership of New GreenLight, page 9
5. With respect to your disclosure regarding the different ownership
levels in New
GreenLight Common Stock immediately following the consummation of the
Business
Combination, please:
Revise your disclosure here, and elsewhere throughout the proxy
statement/prospectus as appropriate, to show the potential impact
of redemptions on
the per share value of the shares owned by non-redeeming
shareholders by including
a tabular presentation relating to redemption sensitivity showing
a range of
redemption scenarios, including an interim redemption level in
addition to the
minimum and maximum levels that you are already showing.
Disclose all possible sources and extent of dilution that
shareholders who elect not to
redeem their shares may experience in connection with the
business combination.
Provide disclosure of the impact of each significant source of
dilution, including the
amount of equity held by founders, convertible securities,
including warrants retained
by redeeming shareholders, at each of the redemption levels
detailed in your
redemption sensitivity analysis, including any needed
assumptions.
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It appears that underwriting fees remain constant and are not
adjusted based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in
your sensitivity
analysis related to dilution.
Interests of ENVI Directors and Officers in the Business Combination, page 13
6. Please expand your disclosure here and in the similarly captioned
section on page 140 as
follows.
Quantify the aggregate dollar amounts contributed and describe the
nature of what
the sponsor and its affiliates have at risk that depends on
completion of a business
combination. Include the current value of securities held, loans
extended, fees due,
out-of-pocket expenses and any other items for which the sponsor
and its affiliates
are awaiting reimbursement. Provide similar disclosure for the
company s officers
and directors, if material.
Highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of
a less favorable
company or on term less favorable to shareholders rather than
liquidate. Please also
highlight this in the bulleted risk factors beginning on page 76.
We note disclosure here and throughout the proxy
statement/prospectus regarding
conflicts of interest stemming from current investments by the
sponsor and its
affiliates that are at risk and will become worthless without the
consummation of a
business combination. Please revise your disclosure here and in
the similarly
captioned section beginning on page 140 to highlight that the
sponsors and public
shareholders may experience different rates of return in the
combined company
should the business combination occur. Discuss in both
quantitative and qualitative
terms how economic incentives could result in substantial
misalignment of
interests. For example, since your sponsor acquired a 20% stake
for approximately
$0.0001 per share and the merger consideration is based on a
deemed price per share
of $10.00 a share, the insiders could make a substantial profit
after the initial business
combination even if public investors experience substantial
losses. Please also
highlight this information in your Questions and Answers and in
the bulleted risk
factors beginning on page 76.
Risk Factors
After the completion of the Business Combination, we may be required to record
write-downs or
write-offs..., page 78
7. Please revise your disclosure here to explain that the process for
acquiring GreenLight
differs from a traditional IPO. Disclose the material risks to
unaffiliated investors
presented by taking GreenLight public through a merger rather than an
underwritten
offering. These risks could include the absence of due diligence
conducted by an
underwriter that would be subject to liability for any material
misstatements or omissions
in a registration statement.
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The ability of our public stockholders to exercise redemption rights with
respect to a large
number of our shares..., page 79
8. We note the following risk disclosure on page 79: "Raising additional
third-party
financing may involve dilutive equity issuances or the incurrence of
indebtedness at
higher than desirable levels. Furthermore, this dilution would
increase to the extent that
the anti-dilution provision of the ENVI Class B Common Stock result in
the issuance of
ENVI Class A Common Stock on a greater than one-to-one basis upon
conversion of the
ENVI Class B Common Stock at the time of the Business Combination."
The disclosure in the latter quoted sentence appears to conflict
with disclosures
elsewhere in the proxy statement/prospectus, such as on pages 4
and 117, where you
state that pursuant to the Sponsor Letter Agreement, the parties
to that agreement,
including the Initial Stockholders, agreed to waive their
anti-dilution rights or similar
protection with respect to their shares of ENVI Class B Common
Stock whether
resulting from the transactions contemplated by the Business
Combination
Agreement or otherwise. Please revise your disclosures throughout
to reconcile this
inconsistency or advise.
If your sponsor will receive additional securities pursuant to an
anti-dilution
adjustment based on the company s additional financing
activities, please quantify
the number and value of securities the sponsor will receive. In
addition, disclose the
ownership percentages in the company before and after the
additional financing to
highlight dilution to public stockholders.
ENVI Risks if the Business Combination is not Consummated
If our assets not being held in the trust account are insufficient to allow us
to operate through
July 19, 2022..., page 87
9. We note your disclosure here that in August 2021, ENVI entered into a
loan agreement
with HB Strategies in the amount of $500,000 for working capital
purposes.
Please expand your disclosure here and elsewhere throughout the
proxy
statement/prospectus, as appropriate, to include the material
terms of the promissory
note, including whether the promissory note is interest bearing,
what amount, if any,
remains outstanding, and when and how such note is payable. In
that regard, we note
disclosures elsewhere in the proxy statement/prospectus indicating
that the working
capital loan from HB strategies may be convertible into private
placement-equivalent
warrants in connection with the business combination, at the
option of the lender.
Additionally, please file the promissory note between ENVI and HB
strategies as an
exhibit or tell us why you believe such filing is not required.
Refer to Item 601(b)(10)
of Regulation S-K.
Special Meeting of ENVI
Redemption Rights, page 95
10. We note your disclosure on page 96, and elsewhere in the proxy
statement/prospectus, that
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certain shareholders agreed to waive their redemption rights. Please
describe any
consideration provided in exchange for this agreement
Business Combination Proposal
Conditions to Closing of the Business Transaction, page 101
11. Please revise this section to clarify which conditions are subject to
waiver.
Background to the Business Combination, page 117
12. With reference to the third full paragraph on page 118, which states
that ENVI approached
or was approached by over 250 potential business combination targets
and had discussions
with 96 firms since January 19, 2021, please:
Explain how you narrowed the potential business combination
targets from over 250
to 96.
Revise to clarify whether these 96 companies include the 30
companies ENVI
approached or was approached by between March 31, 2021 through
mid-April 2021
referenced on page 119, or whether the group of 96 companies
constituted an initial
set of business combination targets.
Describe the analysis and evaluation that was conducted on the set
or sets of
companies with which ENVI held discussions since January 19, 2021.
Describe in
more detail how these companies were identified and the varying
levels of
preliminary due diligence performed, as applicable.
To the extent material, please identify the individuals who
participated in these
preliminary and other meetings and discussions.
13. We note that beginning on March 31, 2021 through mid-April 2021, ENVI
approached
and was approached directly or indirectly by over 30 separate entities
that may have been
potential targets for a business combination.
With reference to your disclosure on page 119 that ENVI approached
GreenLight on
March 31, 2021 to begin to discuss the terms of a potential
business combination "as
GreenLight was involved in a process to consider a business
combination," please
revise here or elsewhere, as appropriate, to discuss how and why
GreenLight became
interested in a SPAC merger as opposed to a more traditional IPO
transaction.
With respect to the other 29 companies you approached or were
approached by
during this period, please disclose the information you had with
respect to the
candidates being considered, the extent of any negotiations with
the other potential
targets, and when and why each company was eliminated as a
potential target.
Disclose when you engaged Latham in connection with both the
GreenLight business
combination as well as the combination with another entity you
abandoned on March
31, 2021.
14. We note your disclosure on page 119 that on April 15, 2021, ENVI
management sent
GreenLight a proposed non-binding letter of intent, which included a
term sheet to
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provide the framework for a potential business combination, and later
sent a revised draft
of such letter on April 20, 2021 after receiving comments from
GreenLight.
Please expand your disclosure to describe why ENVI's management
determined to
send GreenLight a non-binding letter of intent on April 15, 2021.
Describe the basis
for management's belief, if any, that GreenLight provided an
attractive, or the most
attractive, potential business combination.
Please revise your disclosure throughout this section to provide
greater detail as to
how the material terms of the transaction structure and
consideration evolved during
the negotiations through proposals and counter-proposals. The
disclosure should
provide shareholders with an understanding of how, when, and why
the material
terms of your proposed transaction evolved and why this
transaction is being
recommended as opposed to any alternatives.
Please provide additional detail regarding how ENVI arrived at the
initial valuation
range of $1.0 to $1.2 billion for GreenLight included in the
April 15, 2021 non-
binding LOI. We note your disclosure that ENVI generally
incorporated proposed
modifications to the LOI from GreenLight in this regard. Address
the proposed
modifications in your revisions and if material, discuss any
analysis, its conclusions
and underlying assumptions, and the extent to which the ENVI
Board considered
them. Please also expand the discussion of the factors or
conditions that supported
and led to the selection of the high-end valuation at $1.2
billion in the revised letter of
intent dated April 20, 2021.
The ENVI Board's Reasons for the Business Combination, page 123
15. With respect to your discussion of the ENVI Board's reasons for
approving and
recommending the business combination, please:
Disclose the extent to which the early development stage of ENVI's
five human
health product candidates was considered in the decision to pursue
GreenLight as an
acquisition candidate. Please disclose the type(s) and number of
product
candidates the other acquisition candidates had in their
respective pipelines and the
development stages of such candidates.
With reference to the first paragraph on page 126, please expand
this disclosure to
discuss how the board considered the various conflicts of
interests of your sponsor
and your officers and directors, such as those discussed beginning
on pages 140 and
210, in negotiating and recommending the business combination.
Opinion of Duff & Phelps, Financial Advisor to the ENVI Board
Market Approach, page 130
16. We note your disclosure on page 131 regarding the selection criteria
for the comparable
company and precedent transaction analysis.
Please revise to identify the relevant time period and any other
scope limitations
applicable to Duff & Phelps' analysis of publicly available
information relating to
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other public companies and announced de-SPAC transactions.
To the extent there were other companies or transactions that
met Duff & Phelp's
selection criteria but were excluded from the analysis, please
disclose this
information and provide the basis for the exclusion.
Certain Company Projected Financial Information, page 136
17. We note your disclosure that GreenLight provided the ENVI board with
internally-derived
forecasts for each of the years in the five-year period ending in
December 2025, including
material projected financial information summarized in the table at
the top of page 139.
We have the following comments regarding this disclosure:
Describe the process undertaken to formulate the forecasts and
assumptions and the
parties who participated in the preparation of the forecasts.
We note the "operational assumptions" referred to in your
disclosure beneath the
projections table are not presented with specificity and should be
revised. Please
quantify the bases and assumptions underlying the projections,
including earnings
growth rates, operating costs, projected market penetration rates,
discount rates, etc.
The level of detail provided must be sufficient enough for an
investor to understand
the reasonableness of the assumptions underlying the projections
as well as the
inherent limitations on the reliability of projections in order to
make informed
investment decisions.
Particularly in light of the fact that the various GreenLight
programs mentioned in the
assumptions have not been approved by any regulator, ensure you
fully explain how
you arrived at your revenue projections. For instance, in the
third to last bullet on
page 139, we note that you assume that GreenLight will "complete
development of
all programs in the pipeline and obtain all required regulatory
approvals on time." If
you assessed the probability of regulatory/technical success,
ensure you provide such
details.
Explain how management and the Board considered and relied upon
the forecasts,
particularly in light of the length of the projections and
GreenLight's current status as
a development stage company with no approved products.
Explain to us the extent you have considered providing separate
forecasted financial
information for each group of product candidates based on their
stage of
development.
Additionally, discuss the possible impact if the assumptions are
incorrect.
Fees and Expenses, page 136
18. Please revise the first paragraph of this section to disclose the
amount of fees Duff
& Phelps received upon delivery of the fairness opinion to the ENVI
Board and the
amount it will receive upon completion of the business combination. To
the extent any
amount otherwise earned is contingent upon completion of the
transaction, so state.
Conflicts of Interest, page 210
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19. It appears that your amended and restated certificate of incorporation
will provide that you
waive the corporate opportunities doctrine. Please address this
potential conflict of interest
and whether it impacted your search for an acquisition target.
Our manufacturing for agriculture: Rochester (dsRNA), page 233
20. By way of example and not limitation, we note the following statement
on page 233
regarding your production of clinical drug substance for your COVID-19
vaccine
candidate: "We are implementing good manufacturing practice (GMP)
systems practices that ensure pure, safe, and effective products
to support clinical
production using our process." We also note that with respect to your
influenza vaccine
candidate, you state on page 237: "This combination of antigens is
expected to provide a
robust and potentially broad protective immune response to influenza
viruses." As safety
and efficacy determinations are solely within the authority of the FDA
and comparable
regulatory bodies, it is inappropriate to state or imply that your
product candidates are safe
or effective. Please revise these and other similar statements
throughout your prospectus
that suggest the safety and efficacy of your human health candidates.
Where you deem
appropriate, you may present objective data without including your
expectations or
conclusions related to safety or efficacy.
Our pipeline includes 5 human health products and 7 agricultural products, page
234
21. We note the inclusion of your pipeline table at the top of page
224. The pipeline table should graphically demonstrate the current
status of your product
candidates as well as indicate the material stages you will need to
complete before
marketing your products. The table should be a reflection of the
narrative disclosure in the
prospectus and should not be used to prematurely project successful
completion of the
stages required prior to regulatory approval and commercialization. A
narrative discussion
is more appropriate for the next steps or aspirational plans for your
product candidates,
such as intended regulatory submissions or potential partnerships. As
such, we have the
following comments on your pipeline table:
Disclosure on page 224 indicates that GreenLight is using its
platform to "develop
and commercialize products that address agricultural, human
health, and animal
health issues." Given that your human health and agricultural
products will be subject
to different regulatory review processes, please revise to
present human health
products and agricultural products (which may include both plant
and animal health
products) in separate pipeline tables.
Specifically with respect to your human health product candidate
pipeline table,
please revise the format as follows: (1) Include separate columns
for each of
preclinical, Phase 1, Phase 2 and Phase 3 phases of testing. With
respect to columns
representing preclinical stages of development, note that we will
not object to up to
two columns labeled as "discovery" and/or "IND-enabling." Ensure
the shaded
progress arrows in your pipeline table accurately indicate the
current development
status of each product candidate to date. (2) Also include a
column identifying your
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next anticipated milestone for each program. In this column, only
provide the next
material step in the regulatory review process rather than
listing all future steps or
phases. Additionally, throughout the proxy/registration
statement, please revise to
define shorthand designations, acronyms, scientific/technical and
other material terms
at first use. For example only, we note that you used the acronym
"SCD" in the
phrase "SCD gene therapy" in the pipeline table without
definition.
With respect to your agricultural products pipeline, we note
disclosure on page
56 that indicates GreenLight currently has one "animal health"
product which is
intended to control the Varroa mite, which you appear to have
included in your
pipeline table as an "agricultural product." Please tell us your
consideration of
identifying the Varroa mite as an "animal health" product in an
agricultural products
pipeline table.
22. With reference to the inclusion of "supra-seasonal flu" and "antibody
therapy" as human
health products in your pipeline table, we refer you to the bulleted
list of "planned
products and milestones" on page 228 where you indicate that you are
planning to conduct
Phase 1 trials for supra-seasonal flu and antibody therapy in 2024 and
for sickle cell
disease gene therapy in 2025. Given the lack of any other substantive
disclosure
elsewhere in the proxy statement/prospectus regarding the former two
programs and the
status of any platform development specific to these indications or
uses, it is seemingly
premature to highlight these programs in your pipeline table.
Similarly, with respect to
the sickle cell gene therapy program, we note that there is limited
disclosure regarding the
concept for your sickle cell disease gene therapy candidate on page
238. Similarly, with
reference to the inclusion of your agricultural candidates intended to
target "fusarium,"
"diamondback moth," and the "two-spotted spider mite," we note that
proxy
statement/prospectus lacks any substantive disclosure regarding the
development status of
these programs. Please revise to remove these programs from the
pipeline table or advise.
Human Health Product Pipeline
Achievements to date and future milestones, page 236
23. We note your descriptions of the achievements to date and anticipated
milestones for your
human health candidates beginning on page 235.
Please revise your discussion of the preclinical studies of your
vaccine candidates and
human health products conducted to date to provide additional
material details.
Please expand your discussion of your preclinical animal studies to
briefly describe
the type and nature of the studies and how they were or will be
conducted, the
number of animal models used, the number of tests conducted, and
the number of
participants. Specify the primary and secondary endpoints of the
different studies, the
results as they relate to the endpoints and any statistical
analysis that was done or will
be done, including statistical significance, if applicable.
Revise the narrative disclosure preceding your graphs to provide
sufficient context
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from which an investor can understand the meaning of the results
presented. For
example only, with respect to the graphs included on page 236,
please explain
the references to "GLB-COV-2-043." In the second graph on this
page, revise to
explain the relevance of "pre- and post-boost" and the axis
labels.
Our seasonal influenza vaccine candidate
Achievements to date and future milestones, page 237
24. With respect to your influenza vaccine candidate, you state on page
237: "Further
preclinical validation in a ferret model is ongoing, and clinical
trials are expected to start
in the second half of 2022." With respect to this human health product
candidate and
others, please revise your disclosure as appropriate to provide the
basis for your
statements regarding expectations of when clinical trials for such
products will
commence. Describe any testing or additional steps required prior to
submitting an IND
application to the FDA, and indicate when you plan to submit such
application as you
stated on page 237 for your COVID vaccine candidate.
Plant Health Product Pipeline, page 239
25. With respect to each of your plant health product candidates that have
not already been
submitted to the EPA for approval, please revise your disclosure
regarding field testing to
indicate the geographies where such ongoing or anticipated testing is
being or will be
conducted and describe any testing or additional steps required in
order to obtain EPA
registration approval. Indicate when any field testing will be
completed and outline the
the timeline for submission to the EPA. Additionally, with respect to
any field tests that
have demonstrated adverse effects, such as you disclose with respect
to your verroa mite
candidate on page 241, please discuss any material impact such adverse
effects may have
on the development or approval of the product candidate.
Strategic Collaborations, page 239
26. We note your disclosure that you intend to seek established
collaborators to co-develop or
commercialize your human health product candidates so as to "share the
risk and reward
of [your] portfolio while acquiring the capabilities required to
launch commercial
products" and that you also reserve certain early-stage programs to
commercialize without
partners. Please revise to disclose which of the 5 human health
programs referenced in
the prospectus you reserve for potential commercialization without
partners. In this
regard, we note that the current pipeline table does not reflect a
yellow dot for
"partnership milestone" for supra-seasonal flu, antibody therapy, and
SCD gene therapy.
Market Opportunity, page 240
27. We note your disclosure regarding your belief that the markets for
your plant health
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products are large and your intend to "pursue more than $10 billion in
addressable target
markets for plant health, with the full launch of [your] first product
anticipated in 2023."
Here and elsewhere in the proxy statement/prospectus where you discuss
addressable
markets, please expand your addressable markets estimates and provide
the sources upon
which you are basing your calculations as well as any material
assumptions and
limitations associated with your estimates.
Crop physiology, page 243
28. We note the following statement on page 243: "Until now, insecticides
and fungicides
have offered us a more rapid and reliable pathway to commercial
products." Given that
none of your agricultural products has been granted EPA approval and
none has been
commercialized to date, please remove this statement.
Environmental, Social, and Governance (ESG) Strategy, page 244
29. We note your discussion of GreenLight's ESG strategy beginning on page
244. We have
the following initial comments:
Please revise to define the use of the following terms in this
section and elsewhere in
the proxy statement/prospectus: "sustainable," "sustainable
solutions," "green,"
and "clean."
Please revise to provide support for this claim: "GreenLight s
RNA is produced from
natural materials using a clean enzymatic process with very
little waste or harmful
emissions and after application our RNA product candidates
disappears in a few
days." Quantify the phrase "very little waste or harmful
emissions."
Patents, page 247
30. In relation to the company's material patents, please further revise
your disclosure to
clearly describe on a patent family basis the type of patent
protection granted for each
product or technology (composition of matter, use, or process), the
range of expiration
years of each patent, and the jurisdiction, including any foreign
jurisdiction, of each
material pending or issued patent. Be sure to segregate issued patents
and patent
applications. In this regard, it may be useful to provide this
disclosure in tabular form.
Intellectual Property Agreements, page 248
31. With respect to any material license agreement, please revise your
disclosure to describe
the material terms of such agreements, including:
The rights and obligations of the parties;
Payment provisions (including total up front or execution payments
received or paid,
aggregate amounts paid or received to date, aggregate future
milestone payments to
be paid or received, royalty rates or ranges not to exceed ten
percentage points, and
profit or revenue sharing provisions);
Term and termination provisions (when a license agreement will
terminate upon the
last-to-expire patent on a country-by-country basis, revise to
clarify when these
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patents are expected to retire); and
Any rights to intellectual property jointly developed under the
agreements.
.
Additionally, we note disclosure on page 271 indicating that
GreenLight has entered into a
license agreement with Acuitas Therapeutics, Inc. ( Acuitas ).
This agreement is also
referenced in the exhibit index as "to be filed by amendment". Please
advise why this
section does not also include discussion of the Acuitas Agreement.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Research and Development Expenses, page 264
32. We note the significant increase in your research and development
expenses and it appears
that you have multiple products in varying stages of development. We
also see from your
disclosure on page 262 that your direct research and development costs
are tracked on a
program-by-program basis for your product candidates. Please revise
future filings to
provide more detail for your research and development expenses for
each period
presented, including but not limited to by product candidate. To the
extent that you do not
track expenses by product candidate, please disclose as such. Please
separate research and
development expenses between your human health program and your plant
health
program.
Comparison of Stockholders' Rights
Choice of Forum, page 326
33. We note your disclosure on page 326 regarding the Choice of Forum
provisions in the
Proposed Charter. In part, you indicate that the Proposed Charter
designates the federal
district courts of the United States as the exclusive form for the
resolution of any
complaint asserting a cause of action arising under the Securities Act
of 1933, as
amended. Please revise this section, and other sections indicated
below, as follows:
Please revise this section to clearly and specifically state
whether claims arising
under the Exchange Act may be brought in any U.S. federal court.
Please revise your risk factor disclosure on page 72 to state that
there is uncertainty as
to whether a court would enforce your choice of forum provision
applicable to
Securities Act claims. In that regard, we note that Section 22 of
the Securities Act
creates concurrent jurisdiction for federal and state courts over
all suits brought to
enforce any duty or liability created by the Securities Act or
the rules and regulations
thereunder.
We note that a section captioned "Forum Selection" on page 338
appears to contain a
conflicting statement regarding the exclusive forum for
resolution of claims under the
Securities Act. There, your disclosure states: "The Proposed
Charter designates the
United States District Court for the District of Delaware as the
exclusive forum for
the resolution of any complaint asserting a cause of action
arising under the Securities
Act of 1933, as amended." Please revise your disclosure here, or
elsewhere as
Daniel Coyne
Environmental Impact Acquisition Corp
October 6, 2021
Page 13
appropriate, to reconcile this inconsistency.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Julie Sherman at 202-551-3640 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Lauren Hamill at 303-844-1008 or Celeste Murphy at
202-551-
3257 with any other questions.
Sincerely,
FirstName LastNameDaniel Coyne
Division of
Corporation Finance
Comapany NameEnvironmental Impact Acquisition Corp
Office of Life
Sciences
October 6, 2021 Page 13
cc: Brent Epstein
FirstName LastName