United States securities and exchange commission logo
January 12, 2022
Daniel Coyne
Chief Executive Officer
Environmental Impact Acquisition Corp
535 Madison Avenue
New York, NY 10022
Re: Environmental
Impact Acquisition Corp
Amendment No. 4 to
Registration Statement of Form S-4
Filed January 10,
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.
Amendment No. 4 to Form S-4 filed January 10, 2021
Material U.S. Federal Income Tax Consequences of the Merger to U.S.
Holders of GreenLight
Capital Stock, page 190
1. We note the short-form
tax opinion filed as Exhibit 8.2, which indicates that Foley Hoag
LLP confirms and adopts
as its opinion the disclosures under the heading "Material U.S.
Federal Income Tax
Consequences of the Merger to U.S. Holders of GreenLight Capital
Stock."
We note your
statement that each of GreenLight and ENVI intends that the Merger
qualify as a
"reorganization" within the meaning of Section 368(a) of the Code, but
that depending on
the extent to which GreenLight holders dissent and perfect
appraisal rights,
it is possible that more than 20% of the consideration payable in the
Merger will consist
of cash, in which case the Merger would not qualify as a
Daniel Coyne
FirstName LastNameDaniel CoyneCorp
Environmental Impact Acquisition
Comapany
January 12,NameEnvironmental
2022 Impact Acquisition Corp
January
Page 2 12, 2022 Page 2
FirstName LastName
reorganization. Notwithstanding such possibility, please ensure
that counsel
provides a firm opinion for each material tax consequence,
including whether the
Merger will qualify as a reorganization, or explains why such an
opinion cannot be
given. If the opinion is subject to uncertainty, please (1)
provide an opinion that
reflects the degree of uncertainty (e.g., "should" or "more
likely than not") and
explain the facts or circumstances giving rise thereto, and (2)
add risk factor and/or
other appropriate disclosure setting forth the risks of uncertain
tax treatment to
investors. For guidance, refer to Staff Legal Bulletin No. 19,
Sections III.C.1 and 4.
Shareholders are entitled to rely on the tax opinions
expressed. Delete the disclaimer
on page 192 stating that the discussion of income tax
consequences of the merger to
U.S. holders of GreenLight capital stock is for general
information purposes only and
is not intended to be tax advice. Refer to Section III.D.1 of
Staff Legal Bulletin No.
19 addressing limitations on reliance.
Material U.S. Federal Income Tax Consequences of the Redemption to ENVI
Stockholders, page
192
2. We note the short-form tax opinion filed as Exhibit 8.1, which states
that Latham
& Watkins LLP confirms and adopts as its opinion the disclosures under
the heading
"Material U.S. Federal Income Tax Consequences of the Redemption to
ENVI
Stockholders."
Please revise the opinion to remove language that certain tax
consequences
"generally" will apply and clearly express a firm "will" opinion
for each material tax
consequence, or explain why such an opinion cannot be given. Refer
to Section
III.B.2 of Staff Legal Bulletin No.19.
Also, refer to Section III.C.1 and Section III.C.4 concerning
opinions subject to
uncertainty. In this regard, we note by way of example only
statements such as the
following: "It is unclear, however, whether the redemption rights
with respect to
ENVI Class A Common Stock described in this proxy
statement/prospectus may
suspend the running of the applicable holding period for this
purpose. If the running
of the holding period for ENVI Class A Common Stock is suspended,
then non-
corporate U.S. holders may not be able to satisfy the one-year
holding period
requirement for long-term capital gain treatment, in which case
any gain on a
redemption of the shares would be subject to short-term capital
gain treatment and
would be taxed at regular ordinary income tax rates." Please
revise such statements
to explain why counsel cannot give a will opinion and to
describe the reason for,
and degree of, uncertainty in the opinion. The disclosure should
clearly state
counsel's opinion regarding the holding period of the common stock
and capital gain
treatment, and remove statements that assume the material tax
consequences at issue
(e.g., "[i]f the running of the holding period for ENVI Class A
Common Stock is
suspended..."). Counsel may issue a "should" or 'more likely than
not' opinion to
make clear that the opinion is subject to a degree of uncertainty.
Daniel Coyne
Environmental Impact Acquisition Corp
January 12, 2022
Page 3
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
January 12, 2022 Page 3
cc: Brent Epstein
FirstName LastName