United States securities and exchange commission logo
December 21, 2021
Daniel Coyne
Chief Executive Officer
Environmental Impact Acquisition Corp
535 Madison Avenue
New York, NY 10022
Re: Environmental
Impact Acquisition Corp
Amendment No. 2 to
Registration Statement of Form S-4
Filed December 6,
2021
File No. 333-259375
Dear Mr. Coyne:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 3, 2021 letter.
Amendment No. 2 to Form S-4
Interests of ENVI Directors and Officers in the Business Combination,
page 15
1. We note the revisions
you made in response to prior comment 4. We again reissue
comment requesting that
you specifically address the following:
Further revise
your disclosure in the third, fourth, and fifth bullets on pages 15 and
78-79 to more
specifically discuss in quantitative terms how economic incentives
could result in
substantial misalignment of interests between the Initial Stockholders
and public
investors. Disclose that securities currently owned by the Initial
Stockholders (i.e.,
founder ENVI Class B Common Stock and Insider Warrants) will
have a
significantly higher value at the time of the Business Combination, and
Daniel Coyne
FirstName LastNameDaniel CoyneCorp
Environmental Impact Acquisition
Comapany21,
December NameEnvironmental
2021 Impact Acquisition Corp
December
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disclose the estimated aggregate dollar value that such
securities may be worth if the
Business Combination occurs to demonstrate the potential profit,
including any
assumptions underpinning the estimate. Disclose that as the
result of disparate
outcomes dependent on the consummation of the Business
Combination, the Sponsor
may therefore be economically incentivized to recommend a
business combination
with a riskier, weaker-performing or less-established target
business than would be
the case if the Sponsor had paid the same per share price for the
founder shares as the
public shareholders paid for the public ENVI Units.
Revise your disclosure to specifically state whether, as of the
date of this proxy
statement/prospectus, the Sponsor, or any officer or director,
has loaned any money
to ENVI or incurred any fees or out-of-pocket expenses on behalf
of ENVI for which
such party will be seeking reimbursement. If there are no
outstanding amounts for
which such parties are awaiting reimbursement, please
affirmatively state as such in
your disclosure.
Background to the Business Combination, page 123
2. We note your response to prior comment 5, in which you state that the
current disclosure
on page 126 fully addresses the extent to which the ENVI Board
considered GreenLight's
April 19, 2021 comments on the draft LOI term sheet with respect to
the
GreenLight equity valuation. Please disclose whether, and if so how,
ENVI's Board
considered any material factors or conditions with respect to
GreenLight's comments
regarding any other material terms of the transaction structure (e.g.,
lock-up period,
minimum cash condition, etc.) prior to accepting them. In this regard,
we note that you
disclose that on April 20, 2021, ENVI management updated its Board on
the status of the
negotiations and sent Green Light a revised draft of the LOI that
"generally incorporated
the proposed modifications from GreenLight from April 19, 2021"
without providing
further context or explanation for the reason(s) why, if any, the
GreenLight comments
were accepted. Additionally, it appears from your disclosure that even
after the revised
LOI was sent, between April 20, 2021 and April 21, 2021, certain
enumerated "principal
terms" continued to be negotiated. As such, please revise your
disclosure to describe
these negotiations and the basis for the outcome of such negotiations
in more detail,
identifying material proposals and counter offers. In doing so,
specifically state which
party proposed a term and which party proposed each counterproposal,
identifying the
source of each. The disclosure should provide investors with an
understanding of how,
when, and why the material terms of your proposed transaction evolved.
Certain Company Projected Financial Information, page 143
3. We reviewed revisions made to page 147 in response to the first prong
of prior comment
7, which we reissue in part. We note that certain transactions which
GreenLight benchmarked its revenue projections against through 2023
are now disclosed.
Please further revise the disclosure in this section to elaborate on
the basis for the
Daniel Coyne
FirstName LastNameDaniel CoyneCorp
Environmental Impact Acquisition
Comapany21,
December NameEnvironmental
2021 Impact Acquisition Corp
December
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FirstName LastName
selection of such benchmarks. To that end, please disclose: (1) The
criteria by which
GreenLight determined to benchmark its human health financial
projections against the
specified transactions, including the reasons why it was determined
that such transactions
involved companies comparable to GreenLight, if any; (2) Briefly
describe the basis for
the assessment, if any, that the preclinical-stage assets/programs
involved in the identified
transactions were similar to GreenLight's COVID-19 and influenza
vaccine programs.
4. Please also revise your disclosure regarding the benchmark
transactions to provide a brief
description of the nature and key terms of each transaction, including
any material context
an investor will need to understand the basis for the comparison of
such transactions to
GreenLight's intended partnership agreements and assumed agreement
terms. By way of
example and not limitation, on page 148 you state that the "2021
Everest-Providence pre-
clinical Asia COVID-19 transaction" was a benchmark for 2023 financial
projections
assuming a GreenLight COVID vaccine partnership agreement in China
without any
description of the transaction. You also mention the "2018
Pfizer-BioNTech agreement
for worldwide rights to a research-stage program" was a benchmark for
2023 financial
projections assuming a GreenLight influenza vaccine partnership
without describing the
nature of the benchmark program or how it is comparable to
GreenLight's influenza
vaccine program.
5. We note that disclosure in this section states--and has stated since
your initial filing--that
the GreenLight Forecasts presented in this section were considered by
the ENVI Board in
its evaluation of the Business Combination. In light of that
disclosure, and to confirm that
this section discloses all material projections provided to and
considered by the ENVI
Board, please advise why you removed disclosure from page 148 of
Amendment No. 2
that previously addressed:
GreenLight's projections of expected revenue of $730 million, and
the assumed bases
therefor, from human health programs in 2025. In this regard, we
note that the table
on page 146 includes projected 2025 revenue of $849 million that
would appear to
include human health revenue expectations. and that the
disclosure immediately
proceeding the table states GreenLight management provided such
projections to
ENVI as part of ENVI's due diligence process.
GreenLight's projections of expected revenues from both plant and
human health
programs in 2026 and 2027. With regard to 2026 projections, we
note that disclosure
regarding the ENVI Board's reasons for the business combination
makes reference to
"seven projected product launches and multiple clinical
milestones expected through
2026" in the final bullet on page 131. Such reference seemingly
implies that the
ENVI Board may have received and considered material financial
projections
through at least 2026 in approving the Business Combination.
6. Refer to the third bullet in prior comment 7, which we reissue. In
connection with the
projected financial information that was provided to the ENVI Board,
revise to state in an
appropriate place how, if at all, the Board considered and relied upon
the GreenLight
Daniel Coyne
FirstName LastNameDaniel CoyneCorp
Environmental Impact Acquisition
Comapany21,
December NameEnvironmental
2021 Impact Acquisition Corp
December
Page 4 21, 2021 Page 4
FirstName LastName
forecasts, particularly in light of the length of the projections,
GreenLight's current status
as a development stage company with no approved products, and
GreenLight's plans to
develop its COVID-19 vaccine program in a dynamic market. If not
considered by the
Board, include a negative statement to that effect.
Our manufacturing for human health (mRNA), page 247
7. We note your reference to the Samsung Agreements on page 247. Please
revise to
disclose the duration provisions of such agreements.
Varroa mites, page 256
8. In your pipeline disclosure regarding your Varroa mite program, your
product candidate is
described as a "bee-health asset" that is intended to target the
Varroa mite to "protect bees,
beekeepers, and pollination-dependent crops." We note disclosure on
page 256 stating
that GreenLight has been field testing its Varroa mite product
candidate, and that "to date,
these tests demonstrate a measurable improvement in hive health."
Please revise to
provide the basis for this statement, and describe the nature of and
quantify the "measurable improvement." In this regard, we note
statements in your risk
factor disclosure on pages 57-58 indicating that the honeybee
ecosystem is complex, and
that "a multitude of stressors can contribute to declines in honeybee
health, making it
difficult to determine whether or the degree to which [the Varroa mite
product] benefits
honeybees and, by implication, beekeepers."
9. We reviewed revisions made to the disclosure in this section in
response to prior comment
16, which we reissue in part. Given that the Varroa mite candidate is
intended as a "bee-
health asset," briefly revise the pipeline disclosure regarding this
program to address the
adverse mortality effects on honeybee populations you have observed in
high-dose field
trials and discuss any material impact you expect such adverse effects
may have on further
product development or approval. Please also revise to provide a
cross-reference to the
relevant risk factor disclosures on this subject.
Financial Statements for Environmental Impact Acquisition Corporation
Note 2. Restatement of Previously Issued Financial Statements, page F-9
10. We note that you indicate in your Form 8-K filed on November 24, 2020
and here, that on
November 23, 2021, the audit committee of the board of directors
concluded that the
Company s audited balance sheet as of January 19, 2021 filed as
Exhibit 99.1 to the
Company s Current Report on Form 8-K filed with the Securities and
Exchange
Commission on January 25, 2021, should no longer be relied upon due to
the
reclassification of all of the Company s Class A common stock as
temporary equity.
Please tell us where you have filed the audited balance sheet to
reflect the restatement and
to provide a new audit opinion.
11. Please revise the disclosures in this note to clarify that in
connection with the preparation
of the September 30, 2021 financial statements, the Company originally
concluded that
Daniel Coyne
Environmental Impact Acquisition Corp
December 21, 2021
Page 5
the financial statements should be revised, but upon further
consideration determined that
the change was material and needed to be treated as a restatement.
Exhibits
12. We note your disclosure in the exhibit index key that "certain
confidential portions" have
been omitted from various exhibits. To the extent you intend to redact
information from
any exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K, please
revise the
applicable footnote to state that certain information has been excluded
from relevant
exhibits because it is both not material and the type of information that
the registrant treats
as private or confidential.
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
December 21, 2021 Page 5
cc: Brent Epstein
FirstName LastName