Business Combination

3 Months Ended

Mar. 31, 2022

GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member]

3. BUSINESS COMBINATION

On February 2, 2022, the Company consummated a Business Combination with ENVI. The Business Combination, and the PIPE financing which was entered into as of the same date, are further described in Note 1.

Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, of which 500,000,000 were designated as common stock and 10,000,000 were designated as preferred stock, both having a par value of $0.0001 per share.

Upon the closing of the Business Combination, holders of Legacy GreenLight common stock and preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. The Company additionally converted all of their convertible notes, including both the GLPRI convertible notes and the PIPE prepayment notes, to shares of common stock.

For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. See Note 11 for information on the Legacy GreenLight warrants that were exercised prior to the Business Combination. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy GreenLight.

The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit:


	BUSINESS COMBINATION (in thousands)
Cash - ENVI trust and cash (net of redemptions)	$	12,123
Cash - PIPE Investors, including proceeds from conversion of Convertible notes - PIPE Investors		124,250
Gross proceeds		136,373
Less: total transaction costs		(26,660	)
Less: cash proceeds from Convertible notes - PIPE Investors		(35,250	)
Add: transaction costs paid in 2021		4,080
Add: transaction costs accrued at March 31, 2022		1,948
Cash proceeds from Business Combination received in 2022		80,491

Less: transaction costs paid in 2021		(4,080	)
Less: warrant liabilities assumed		(1,341	)
Less: transaction costs accrued at March 31, 2022		(1,948	)
Less: net liabilities assumed in the Business Combination		(133	)
Reverse merger, net of transactions costs	$	72,989

The number of shares of common stock outstanding immediately following the consummation of the Business Combination was as follows:


	Number of Shares
Common stock, outstanding prior to the Business Combination		20,700,000
Less: Redemption of ENVI shares		(19,489,626	)
ENVI Public Shares		1,210,374
ENVI Sponsor Shares		5,175,000
Shares issued in PIPE financing		12,425,000
Business combination and PIPE financing shares		18,810,374
Legacy GreenLight shares (1)		104,011,760
Total shares of common stock immediately after Business Combination		122,822,134

(1) - The number of Legacy GreenLight shares was determined from the shares of Legacy GreenLight outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down.

Public Warrants

The Company concluded that following the close of the transaction the Public Warrants met the criteria for equity classification. As of the Closing Date, the 10,350,000 shares of Public Warrants were classified as equity in accordance with the accounting policy described within Note 2 and recognized in additional paid-in capital.

Private Placement Warrants

As of the Closing Date, the total value of the liability associated with the Private Placement Warrants was $1.3 million. The Company concluded that the Private Warrants met the definition of a liability in accordance with the accounting policy described within Note 2 and have been classified as such on the balance sheet. At March 31, 2022, the fair value of the warrant liability was $1.6 million.