TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 14, 2020 Daniel Coyne Chief Executive Officer Environmental Impact Acquisition Corp 535 Madison Avenue New York, New York 10022 Re: Environmental Impact Acquisition Corp Draft Registration Statement on Form S-1 Submitted September 18, 2020 CIK 0001822691 Dear Mr. Coyne: We have reviewed your draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. 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. 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 Daniel Coyne Environmental Impact Acquisition Corp October 14, 2020 Page 2 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. You may contact Eric Mcphee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact David Link at 202-551-3356 or James Lopez at 202-551-3536 with any other questions. Sincerely, FirstName LastNameDaniel Coyne Division of Corporation Finance Comapany NameEnvironmental Impact Acquisition Corp Office of Real Estate & Construction October 14, 2020 Page 2 cc: Jessica Yuan FirstName LastName