Delaware |
6770 |
85-1914700 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Steven B. Stokdyk Brian Duff Brent T. Epstein Latham & Watkins LLP 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Tel: (213) 485-1234 |
David A. Broadwin Adrienne Ellman John D. Hancock Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
• |
Proposal No. 1: The Business Combination Proposal Business Combination Proposal ”). |
• |
Proposal No. 2: The Public Benefit Corporation Proposal Public Benefit Corporation Proposal ”). |
• |
Proposal No. 3: The Charter Amendment Proposal Proposed Charter ”) to be in effect following the Business Combination, which, if approved, would take effect at the effective time of the Merger, as further described in this proxy statement/prospectus (the “Charter Amendment Proposal ”). |
• |
Proposal No. 4(A)-(C): Advisory Charter Amendment Proposals non-binding advisory basis, each of the following governance proposals regarding the Proposed Charter (such proposals, collectively, the “Advisory Charter Amendment Proposals ”) and the following material differences between the Amended and Restated Certificate of Incorporation of ENVI currently in effect (the “Existing Charter ”) and the Proposed Charter (the “Advisory Charter Amendment Proposals ”): |
• |
Proposal No. 4(A): Advisory Charter Amendment Proposal A |
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Proposal No. 4(B): Advisory Charter Amendment Proposal B |
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Proposal No. 4(C): Advisory Charter Amendment Proposal C |
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Proposal No. 5: The Nasdaq Proposal Nasdaq Proposal ”). |
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Proposal No. 6: The Incentive Award Plan Proposal— New GreenLight 2021 Plan ”), a copy of which is attached to this proxy statement/prospectus as Annex H (the “Incentive Award Plan Proposal ”). |
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Proposal No. 7: The Employee Stock Purchase Plan Proposal— New GreenLight ESPP ”), a copy of which is attached to this proxy statement/prospectus as Annex J (the “Employee Stock Purchase Plan Proposal ”). |
• |
Proposal No. 8: The Director Election Proposal— Director Election Proposal ”). |
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Proposal No. 9: The Adjournment Proposal— |
Business Combination that the aggregate cash proceeds to be received by ENVI from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $105.0 million (after deducting ENVI’s unpaid expenses, liabilities, and any amounts paid to ENVI stockholders that exercise their redemption rights in connection with the Business Combination) would not be satisfied (the “ Adjournment Proposal ”). |
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K-1 |
• | “50% Redemption Scenario” are to a scenario in which it is assumed that 10,187,589 shares of ENVI Class A Common Stock are redeemed by public stockholders for an aggregate payment of approximately $101.9 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account; |
• | “Aggregate Transaction Proceeds” are to the amount equal to (a) the sum of (i) the aggregate cash proceeds available to ENVI from the Trust Account in connection with the Business Combination (calculated after giving effect to any redemption of shares of ENVI Class A Common Stock) and (ii) the aggregate proceeds from the PIPE Financing, less (b) unpaid expenses and liabilities of ENVI; |
• | “Aggregate Transaction Proceeds Condition” are to an amount of Aggregate Transaction Proceeds no less than $105.0 million; |
• | “Business Combination” are to the Merger and the other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing; |
• | “Business Combination Agreement” are to that certain Business Combination Agreement, dated August 9, 2021, by and among ENVI, Merger Sub and GreenLight; |
• | “Canaccord” are to Canaccord Genuity LLC, our financial advisor and an affiliate of the Sponsor; |
• | “Closing” are to the closing of the Business Combination; |
• | “Closing Date” are to that date that is in no event later than the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the sections titled “ Business Combination Proposal — Business Combination Agreement Business Combination Proposal — Conditions to Closing of the Business Combination |
• | “Condition Precedent Proposals” are to the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company; |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “Effective Time” are to the time at which the Merger becomes effective; |
• | “ENVI,” “we,” “us” or “our” are to Environmental Impact Acquisition Corp., a Delaware corporation, prior to the consummation of the Business Combination; |
• | “ENVI Acquisition Proposal” are to (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions under which ENVI or any of its controlled affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets, equity securities or businesses of any other Persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), (b) any equity, debt or similar investment in ENVI or any of its controlled affiliates or (c) any other Business Combination; |
• | “ENVI Board” are to ENVI’s board of directors; |
• | “ENVI Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of ENVI, which will automatically convert, on a one-for-one |
• | “ENVI Class B Common Stock” or “founder shares” are to the Class B common stock, par value $0.0001 per share, of ENVI outstanding as of the date of this proxy statement/prospectus that were initially issued to the Sponsor, HB Strategies, and certain directors of ENVI in private placement transactions prior to and in connection with our initial public offering; |
• | “ENVI common stock” are to the ENVI Class A Common Stock and the ENVI Class B Common Stock; |
• | “ENVI Parties” are to, collectively, ENVI and Merger Sub; |
• | “ENVI Units” are to the units offered at ENVI’s initial public offering at a price of $10.00 per unit, with each unit consisting of one share of ENVI Class A Common Stock and one-half of one redeemable warrant entitling the holder of such warrant to purchase one share of ENVI Class A Common Stock at a price of $11.50 per share; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Existing Bylaws” are to ENVI’s Bylaws currently in effect as of the date of this proxy statement/prospectus; |
• | “Existing Charter” are to ENVI’s Amended and Restated Certificate of Incorporation currently in effect as of the date of this proxy statement/prospectus; |
• | “Existing Organizational Documents” are to the Existing Charter and the Existing Bylaws; |
• | “GreenLight” are to GreenLight Biosciences, Inc., a Delaware corporation, prior to the consummation of the Business Combination and, following the consummation of the Business Combination, are to the surviving company in the Merger; |
• | “GreenLight 2012 Equity Plan” are to the GreenLight Biosciences, Inc. 2012 Stock Incentive Plan; |
• | “GreenLight Acquisition Proposal” are to (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions, (i) of the equity securities of GreenLight, in each case, that, if consummated, would result in a person acquiring beneficial ownership of 15% or more of any class of outstanding voting equity securities of GreenLight or 15% or more of the outstanding voting equity securities of GreenLight (regardless of class) or (ii) of all or a portion of assets or businesses of GreenLight which constitute 15% or more of the fair market value of GreenLight, taken as a whole (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any direct or indirect acquisition, in one or a series of related transactions, of 15% or more of any class of outstanding voting equity securities of GreenLight or 15% or more of the outstanding voting equity securities of the GreenLight (regardless of class) (in each case of clauses (a) and (b) other than pursuant to the exercise or conversion of any GreenLight options or warrants in accordance with the terms of the GreenLight 2012 Equity Plan, the underlying grant, award or similar agreement or GreenLight’s warrant agreement (as applicable)); |
• | “GreenLight Common Stock” are to shares of common stock, par value $0.001 per share, of GreenLight; |
• | “GreenLight Preferred Stock” are to the GreenLight Series A Preferred Stock, GreenLight Series B Preferred Stock, GreenLight Series C Preferred Stock and GreenLight Series D Preferred Stock; |
• | “GreenLight Series A Preferred Stock” are to shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, in each case with a par value $0.001 per share, of GreenLight; |
• | “GreenLight Series B Preferred Stock” are to shares of Series B Preferred Stock, par value $0.001 per share, of GreenLight; |
• | “GreenLight Series C Preferred Stock” are to shares of Series C Preferred Stock, par value $0.001 per share, of GreenLight; |
• | “GreenLight Series D Preferred Stock” are to shares of Series D Preferred Stock, par value $0.001 per share, of GreenLight; |
• | “GreenLight Shares” are, as the context requires, to the GreenLight Common Stock, GreenLight Series A Preferred Stock, GreenLight Series B Preferred Stock, GreenLight Series C Preferred Stock and GreenLight Series D Preferred Stock; |
• | “GreenLight stockholders” are to holders of GreenLight capital stock prior to the consummation of the Business Combination; |
• | “HB Strategies” are to HB Strategies, LLC, a Delaware limited liability company and an affiliate of Hudson Bay Capital Management, LP; |
• | “initial public offering” are to ENVI’s initial public offering that was consummated on January 19, 2021; |
• | “initial stockholders” are to the Sponsor, HB Strategies and any other holders of ENVI Class B Common Stock prior to the consummation of ENVI’s initial public offering; |
• | “Insider Warrants” are to the 750,000 private placement warrants issued simultaneously with the closing of ENVI’s initial public offering, of which 600,000 warrants were issued to the Sponsor and 50,000 warrants were issued to each of Gov. Patrick and Messrs. Brewster and Seavers, entitling such warrant holder the right to purchase one share of ENVI Class A Common Stock on terms identical to the warrants included in the ENVI Units; |
• | “Merger” are to the merger of Merger Sub with and into GreenLight pursuant to the Business Combination Agreement, with GreenLight as the surviving company in the Merger and, after giving effect to such Merger, GreenLight becoming a wholly owned subsidiary of ENVI, which itself will be renamed “GreenLight Biosciences, Inc.”; |
• | “Merger Sub” are to Honey Bee Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of ENVI prior to the consummation of the Business Combination; |
• | “Nasdaq” are to the Nasdaq Capital Market; |
• | “New GreenLight” are to Environmental Impact Acquisition Corp. following the filing of the Proposed Charter or the PBC Proposed Charter, as applicable, the consummation of the Business Combination and the change of ENVI’s name to “GreenLight Biosciences, Inc.” or “GreenLight Biosciences, PBC”, as applicable; |
• | “New GreenLight Board” are to the board of directors of New GreenLight; |
• | “New GreenLight Common Stock” are to the common stock, par value $0.0001 per share, of New GreenLight upon the effectiveness of the Proposed Charter; |
• | “New GreenLight Equity Plan” are to the New GreenLight Biosciences, Inc. 2021 Equity and Incentive Plan to be considered for adoption and approval by the stockholders pursuant to the Incentive Award Plan Proposal, a form of which is attached to this proxy statement / prospectus as Annex H; |
• | “New GreenLight ESPP” are to the New GreenLight 2021 Employee Stock Purchase Plan, a form of which is attached to this proxy statement/prospectus as Annex I, to be considered for adoption and approval by the stockholders pursuant to the Employee Stock Purchase Plan Proposal; |
• | “PBC” are to a public benefit corporation; |
• | “PBC Purpose” are to the public benefit corporation purpose of ENVI, as provided in the PBC Proposed Charter; |
• | “PBC Proposed Charter” are to the proposed second amended and restated certificate of incorporation, to be approved and adopted by the ENVI stockholders pursuant to the Public Benefit Corporation Proposal, and attached as Annex J hereto; |
• | “PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 12,425,000 shares of ENVI Class A Common Stock for an aggregate purchase price of $124,250,000 to be consummated in connection with the Closing; |
• | “PIPE Investors” are to the investors party to the Subscription Agreements who have agreed to subscribe for and purchase on the date of the Closing a number of shares of ENVI Class A Common Stock set forth in the applicable Subscription Agreement; |
• | “private placement warrants” are to the warrants entitling such warrant holder the right to purchase one share of ENVI Class A Common Stock on terms identical to the warrants included in the ENVI Units offered in ENVI’s initial public offering; |
• | “pro forma” are to giving pro forma effect to the Business Combination, including the Merger and the PIPE Financing; |
• | “Proposed Bylaws” are to the proposed bylaws of New GreenLight attached to this proxy statement/prospectus as Annex C; |
• | “Proposed Charter” are to the proposed second amended and restated certificate of incorporation of New GreenLight to be effective upon the Closing, a copy of which is attached to this proxy statement/prospectus as Annex B and, except where the context otherwise requires, the PBC Proposed Charter; |
• | “Proposed Organizational Documents” are to the Proposed Charter and the Proposed Bylaws; |
• | “public common stock” are to the 20,700,000 shares of ENVI Class A Common Stock outstanding as of the date of this proxy statement/prospectus, whether acquired in ENVI’s initial public offering or acquired in the secondary market; |
• | “public stockholders” are to holders of public common stock, whether acquired in ENVI’s initial public offering or acquired in the secondary market; |
• | “public warrants” are to the currently outstanding warrants to purchase 10,350,000 shares of ENVI Class A Common Shares for an exercise price of $11.50 per share; |
• | “redemption” are to each redemption of public common stock for cash pursuant to the Existing Organizational Documents; |
• | “SEC” are to the Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “special meeting” are to the special meeting of ENVI at 9:00 a.m., Eastern Time, held virtually at 9:00 a.m., Eastern Time, on , 2021, at the following address: , or at such other time, on such other date and at such other place to which the meeting may be adjourned; |
• | “Sponsor” are to CG Investments Inc. VI, a Canadian corporation; |
• | “Subscription Agreements” are to the subscription agreements, entered into by ENVI and each of the PIPE Investors in connection with the PIPE Financing; |
• | “transfer agent” are to Continental, ENVI’s transfer agent; and |
• | “trust account” are to the trust account established at the consummation of ENVI’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee. |
Q. |
Why am I receiving this proxy statement/prospectus? |
A. | ENVI stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, (i) ENVI will be renamed “GreenLight Biosciences, Inc.” if the Charter Amendment Proposal is approved (or “GreenLight Biosciences, PBC” if the Public Benefit Corporation Proposal is also approved), and (ii) each outstanding share of capital stock of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight options and warrants to purchase shares of GreenLight (whether vested or unvested) will be exchanged for comparable options or warrants, as applicable, to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. See “ Business Combination Proposal |
Q. |
What proposals are stockholders of ENVI being asked to vote upon? |
A. | At the special meeting, ENVI is asking its stockholders to consider and vote upon the following separate proposals: |
• | a proposal to approve and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby; |
• | a proposal to adopt and approve the PBC Proposed Charter; |
• | a proposal to adopt and approve the Proposed Charter; |
• | the following governance proposals to approve, on a non-binding advisory basis, the following material differences between the Existing Charter and the Proposed Charter: |
• | to change the authorized capital stock of ENVI from (a) 121,000,000 shares, par value $0.0001 per share, consisting of 100,000,000 shares of ENVI Class A Common Stock, 20,000,000 shares of ENVI Class B Common Stock, and 1,000,000 shares of undesignated |
preferred stock, to (b) 510,000,000 shares, par value $0.0001 per share, consisting of 500,000,000 shares of common stock of New GreenLight and 10,000,000 shares of undesignated preferred stock of New GreenLight; |
• | to provide that, in addition to any vote required by applicable law or the certificate of incorporation or bylaws of New GreenLight, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, will be required for the stockholders to reduce the total number of shares of New GreenLight Preferred Stock authorized to be issued by New GreenLight or to amend, alter, change or repeal, or adopt any provision of the charter of New GreenLight inconsistent with, specified provisions of the charter of New GreenLight; and |
• | to provide that the bylaws of New GreenLight may be adopted, amended, altered or repealed with the approval of a majority of the New GreenLight Board or by the affirmative vote of the holders of at least 75% of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, provided that the voting requirement is reduced to a majority if the New GreenLight Board recommends that stockholders approve the adoption, amendment, alteration or repeal; |
• | a proposal to approve the issuance of shares of New GreenLight Common Stock in connection with the Business Combination in compliance with the Nasdaq listing rules; |
• | a proposal to approve and adopt the New GreenLight Equity Plan; |
• | a proposal to approve and adopt the New GreenLight ESPP; |
• | to elect seven directors to serve on the New GreenLight Board, effective upon the closing of the Business Combination; and |
• | a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and voting of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting. |
Q. |
Why is ENVI proposing the Business Combination? |
A. | ENVI is a blank check company incorporated in Delaware on July 2, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. ENVI is authorized to pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination. ENVI is not permitted under its Existing Organizational Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. |
Q. |
Did the ENVI Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination? |
A. | Yes. The ENVI Board obtained a fairness opinion from Duff & Phelps in connection with its determination to approve the Business Combination. See the section titled “ The Business Combination Proposal—Opinion of Duff & Phelps , Financial Adviser to the ENVI Board |
Q. |
What will GreenLight’s equityholders receive in return for the Business Combination with ENVI? |
A. | On the date of Closing, Merger Sub will merge with and into GreenLight, with GreenLight as the surviving company in the Merger and, after giving effect to such Merger, GreenLight will be a wholly owned subsidiary of ENVI. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, outstanding shares of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight options and warrants to purchase shares of GreenLight (whether vested or unvested) will be exchanged for comparable options or warrants, as applicable, to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. |
Q. |
How will the combined company be managed following the Business Combination? |
A. | Following the Closing, it is expected that the current management of GreenLight will become the management of New GreenLight, and the New GreenLight Board will consist of seven (7) directors, which will be divided into three classes (Class I, II and III) with each class initially consisting of two (2) or three (3) directors. Pursuant to the Business Combination Agreement, the New GreenLight Board will consist of four (4) individuals designated by GreenLight, GreenLight’s chief executive officer and, prior to the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, one (1) individual determined by ENVI and one (1) individual determined by GreenLight. Please see the section titled “ Management Following the Business Combination |
Q. |
What equity stake will current ENVI stockholders and current equityholders of GreenLight hold in New GreenLight immediately after the consummation of the Business Combination? |
A. | As of September 30, 2021, there were outstanding 25,875,000 shares of ENVI common stock, consisting of 20,700,000 shares of ENVI Class A Common Stock, all of which were issued in ENVI’s initial public offering, and 5,175,000 shares of ENVI Class B Common Stock, all of which were issued to ENVI’s initial stockholders. These amounts do not include 10,350,000 public warrants or 2,750,000 private placement warrants (including the Insider Warrants). |
The following table illustrates different ownership levels in New GreenLight Common Stock immediately following the consummation of the Business Combination based on the capitalization of ENVI and GreenLight as of September 30, 2021 and either no redemptions, 50% redemptions or maximum redemptions by the public stockholders, assuming: (i) 103,470,217 shares of New GreenLight Common Stock will be issued to the holders of outstanding shares of capital stock of GreenLight at Closing (including shares issuable upon the conversion of certain notes and the exercise of certain warrants); (ii) 12,425,000 shares of ENVI Class A Common Stock will be issued in the PIPE Financing; and (iii) no outstanding |
options to purchase New GreenLight Common Stock are exercised. If the actual facts differ from these assumptions, the ownership percentages in New GreenLight will be different. |
Assuming No Redemption |
Assuming 50% Redemption |
Assuming Maximum Redemption |
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Shares |
% |
Shares |
% |
Shares |
% |
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(percentages represent percentages of pro forma outstanding shares) |
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Public shares (a) |
20,700,000 | 14 | % | 10,512,411 | 8 | % | 324,821 | * | ||||||||||||||||
Founder shares |
5,175,000 | 4 | % | 5,175,000 | 4 | % | 5,175,000 | 4 | % | |||||||||||||||
GreenLight stockholders (b)(c) |
103,470,217 | 73 | % | 103,470,217 | 79 | % | 103,470,217 | 85 | % | |||||||||||||||
PIPE shares |
12,425,000 | 9 | % | 12,425,000 | 9 | % | 12,425,000 | 10 | % | |||||||||||||||
Pro forma common stock outstanding as of September 30, 2021 (d) |
141,770,217 | 100 | % | 131,582,628 | 100 | % | 121,395,038 | 100 | % | |||||||||||||||
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Potential sources of dilution |
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Public Warrants |
10,350,000 | 7 | % | 10,350,000 | 8 | % | 10,350,000 | 9 | % | |||||||||||||||
Private Placement Warrants |
2,000,000 | 1 | % | 1,500,000 | 1 | % | 1,500,000 | 1 | % | |||||||||||||||
Insider Warrants |
750,000 | * | 600,000 | * | 600,000 | * | ||||||||||||||||||
Rollover Options |
17,555,928 | 12 | % | 17,555,928 | 13 | % | 17,555,928 | 14 | % |
* | Less than 1% |
(a) | Amount includes 1,000,000 shares of ENVI Class A Common Stock held by HB Strategies, a founder, all of which shares carry the same redemption rights as other shares of ENVI Class A Common Stock. The 50% Redemption Scenario and the Maximum Redemption Scenario assume that HB Strategies will redeem 50% and 100%, respectively, of its shares of ENVI Class A Common Stock. Amount excludes 13,100,000 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 2,000,000 private placement warrants and 750,000 Insider Warrants. Additionally, under each of the 50% Redemption Scenario and the Maximum Redemption Scenario, an aggregate of 650,000 Warrants comprised of 500,000 Private Placement Warrants owned by HB Strategies and 150,000 Insider Warrants owned by the Sponsor will be forfeited pursuant to the Sponsor Letter Agreement. |
(b) | In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight Options (whether vested or unvested) will be exchanged for comparable options to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. The number of shares of New GreenLight Common Stock issued to the holders of shares of capital stock of GreenLight at Closing will fluctuate based on the number of shares underlying GreenLight Options and GreenLight Warrants, whether vested or unvested (and the exercise prices of such options and warrants), outstanding at Closing. |
(c) | Amount includes 6,583,549 shares issuable upon conversion of the GreenLight Convertible Notes and 872,667 shares underlying GreenLight Warrants that are assumed to be exercised immediately prior to the consummation of the Business Combination and excludes 17,555,928 shares underlying Rollover Options to be issued to holders of GreenLight Options, assuming such GreenLight Options remain unexercised as of the Closing. |
(d) | Amount excludes 31,750,000 shares (which amount includes shares underlying Rollover Options) and 2,000,000 shares of New GreenLight Common Stock that are expected to be available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP, respectively, after the consummation of the Business Combination, assuming approval of the Condition Precedent Proposals. |
Q. |
Do I have redemption rights? |
A. | If you are a holder of shares public common stock, you have the right to request that we redeem all or a portion of your shares of public common stock for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all or a portion of the shares of public common stock held by them regardless of whether or how they vote in respect of the Business Combination Proposal. How do I exercise my redemption rights? |
The initial stockholders have agreed to waive their redemption rights with respect to certain of their common stock in connection with the consummation of the Business Combination. |
Q. |
How do I exercise my redemption rights? |
A. | If you are a public stockholder and wish to exercise your right to redeem your shares of public common stock, you must: |
(i) | hold shares of public common stock; |
(ii) | submit a written request to Continental, ENVI’s transfer agent, in which you (i) request that we redeem all or a specified portion of your shares of public common stock for cash, and (ii) identify yourself as the beneficial holder of the shares of public common stock and provide your legal name, phone number and address; and |
(iii) | deliver your shares of public common stock to be redeemed to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“ DTC ”). |
Q. |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A. | The receipt of cash by a holder of public common stock in redemption of such stock will generally be a taxable event for U.S. federal income tax purposes that could result in the recognition of income or gain in the case of a U.S. holder (as defined below), and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. holder (as defined below). Please see the discussion below under the caption “Material U.S. Federal Income Tax Consequences |
Q. |
What happens to the funds deposited in the trust account after consummation of the Business Combination? |
A. | Following the closing of our initial public offering, an amount equal to $207,000,000 of the net proceeds from our initial public offering was placed in the trust account. As of September 30, 2021, funds in the trust account totaled approximately $207.0 million and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public common stock if we are unable to complete a business combination by July 19, 2022 (or by January 19, 2023 if we, by resolution of our board, extend the period of time by an additional six months), subject to applicable law. |
Q. |
What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A. | Our public stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. |
Q. |
What conditions must be satisfied to complete the Business Combination? |
A. | The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our stockholders of the Condition Precedent Proposals being obtained; (ii) approval of the Business Combination Agreement and the Merger by the GreenLight stockholders; (iii) each applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iv) ENVI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing; (v) the Aggregate Transaction Proceeds Condition; (vi) the approval by Nasdaq of our initial listing application in connection with the Business Combination (also see “Risk Factors—Nasdaq may not list New GreenLight’s securities on its exchange, which could limit investors’ ability to make transactions in New GreenLight’s securities and subject New GreenLight to additional trading restrictions |
Q. |
When do you expect the Business Combination to be completed? |
A. | It is currently expected that the Business Combination will be consummated in the fourth quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to ENVI stockholders at the special meeting. However, such special meeting could be adjourned if the Adjournment Proposal is adopted by our stockholders at the special meeting and we elect to adjourn the special meeting to a later date or dates to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to ENVI stockholders, (B) if as of the time for which the special meeting is scheduled, there are insufficient shares of ENVI Class A Common Stock and ENVI Class B Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the special meeting, (C) in order to solicit additional proxies from ENVI stockholders in favor of one or more of the proposals at the special meeting or (D) if ENVI stockholders redeem an amount of public common stock such that the Aggregate Transaction Proceeds Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “ Business Combination Proposal—Conditions to Closing of the Business Combination. |
Q. |
What happens if the Business Combination is not consummated? |
A. | If ENVI is not able to consummate the Business Combination with GreenLight nor able to complete another business combination by July 19, 2022 (or by January 19, 2023 if the Company, by resolution of its board, extends the period of time by an additional six months), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public common stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of public common stock, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ENVI’s remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
Q. |
Do I have appraisal rights in connection with the proposed Business Combination? |
A. | Our stockholders have no appraisal rights in connection with the Business Combination under the DGCL. |
Q. |
What do I need to do now? |
A. | We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a stockholder. Our stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q. |
How do I vote? |
A. | If you are a holder of record of common stock on the record date for the special meeting, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee. |
Q. |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A. | No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker, bank or nominee on a particular proposal on which your broker, bank or nominee does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum on all matters. Abstentions and broker non-votes will not count as votes cast at the special meeting and will have no effect on the outcome of a proposal, other than the Charter Amendment Proposal and the Public Benefit Corporation Proposal. For the Charter Amendment Proposal and the Public Benefit |
Corporation Proposal, abstentions and broker non-votes will have the same effect as votes “AGAINST” such proposal. If you hold shares in street name and decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. |
Q. |
When and where will the special meeting be held? |
A. | The special meeting will be held virtually at 9:00 a.m., Eastern Time, on , 2021, at the following address: , or at such other time, on such other date and at such other place to which the meeting may be adjourned. |
Q. |
Will stockholders of ENVI be able to ask questions during the general meeting? |
A. | Stockholders of ENVI will be able to ask questions about the Business Combination during the special meeting, as time permits. |
Q. |
What impact will the COVID-19 pandemic have on the Business Combination? |
A. | Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus pandemic on the business of ENVI and GreenLight, and there is no guarantee that efforts by ENVI and GreenLight to address the adverse impacts of the coronavirus pandemic will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If ENVI or GreenLight is unable to recover from a business disruption on a timely basis, the Business Combination and New GreenLight’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus pandemic and become more costly. Each of ENVI and GreenLight may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations. |
Q. |
Who is entitled to vote at the special meeting? |
A. | We have fixed December 10, 2021 as the record date for the special meeting. If you were a stockholder of ENVI at the close of business on the record date, you are entitled to vote on matters that come before the special meeting. However, a stockholder may only vote his, her or their shares if he, she or they are present in person or is represented by proxy at the special meeting. |
Q. |
How many votes do I have? |
A. | ENVI stockholders are entitled to one vote at the special meeting for each share of ENVI Class A Common Stock or ENVI Class B Common Stock held of record as of the record date. As of the close of business on the record date for the special meeting, there were 20,700,000 shares of ENVI Class A Common Stock issued and outstanding and 5,175,000 shares of ENVI Class B Common Stock issued and outstanding. Under the Existing Charter, prior to the consummation of the Business Combination, only holders of ENVI Class B Common Stock will have the right vote on the election or removal of a director of ENVI. |
Q. |
What constitutes a quorum? |
A. | A quorum of ENVI stockholders is necessary to hold a valid meeting. For each proposal, a quorum will be present at the special meeting if one or more stockholders who together hold a majority of the voting power of the outstanding shares of each class (or group of classes voting as a single class) of ENVI common stock entitled to vote on such proposal at the special meeting are represented in person or by proxy at the special meeting. |
Q. |
What vote is required to approve each proposal at the special meeting? |
A. | The proposals at the special meeting each involve a vote by holders of ENVI Class A Common Stock and holders of ENVI Class B Common Stock. As of the date of this proxy statement/prospectus, there are 20,700,000 shares of ENVI Class A Common Stock outstanding, all of which were issued in ENVI’s initial public offering, and 5,175,000 shares of ENVI Class B Common Stock outstanding, all of which were issued to ENVI’s initial stockholders. In connection with the Business Combination, ENVI’s initial stockholders have agreed to vote all shares of ENVI Class B Common Stock owned by them in favor of the proposals at the special special meeting. Thus, any approval requiring the affirmative vote of the holders of at least a majority of the shares of ENVI Class A Common Stock and ENVI Class B Common Stock issued and outstanding on the record date for the special meeting, voting as a single class, would require only 7,762,501 more shares of ENVI Class A Common Stock, or approximately 37.5% of the total outstanding shares of ENVI Class A Common Stock, voting in favor of the proposal. The following votes are required for each proposal at the special meeting: |
(i) | The Business Combination Proposal |
(ii) | The Public Benefit Corporation Proposal |
(iii) |
The Charter Amendment Proposal |
(iv) | The Advisory Charter Amendment Proposals non-binding advisory basis, of each of the Advisory Charter Amendment Proposals the affirmative vote (in person or by proxy) of the holders of at least a majority of the shares of ENVI Class A Common Stock and ENVI Class B Common Stock entitled to vote on such matter and actually cast thereon at the special meeting, voting as a single class. |
(v) | The Nasdaq Proposal |
(vi) | The Incentive Award Plan Proposal |
(vii) | The Employee Stock Purchase Plan Proposal |
the shares of ENVI Class A Common Stock and ENVI Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. |
(viii) | The Director Election Proposal The Director Election Proposal |
(ix) | The Adjournment Proposal |
Q. |
What are the recommendations of the ENVI Board? |
A. | The ENVI Board believes that the Business Combination Proposal and the other proposals to be presented at the special meeting are in the best interest of ENVI and its stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Public Benefit Corporation Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Advisory Charter Amendment Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the special meeting. |
Q. |
How do the Sponsor and the other initial stockholders intend to vote their shares? |
A. | Our initial stockholders have agreed to vote all their founders shares in favor of all the proposals being presented at the special meeting. As of the date of this proxy statement/prospectus, our initial stockholders own approximately 5% of the outstanding shares of ENVI Class A Common Stock and 100% of the shares of ENVI Class B Common Stock. As the holder of a majority of the outstanding shares of ENVI Class B Common Stock, our initial stockholders control the outcome of the Director Election Proposal. See the section titled “ The Director Election Proposal |
Q. |
What do I need to know about the conflicts of interest that the directors and officers of ENVI may have? |
A. | When you consider the recommendation of the ENVI Board in favor of approval of the Business Combination and the other proposals to be presented at the special meeting, you should keep in mind that the initial stockholders, which include the Sponsor, HB Strategies and ENVI’s directors and officers, have interests in such proposals that are different from, or in addition to, those of ENVI stockholders generally. These interests include, among other things, the fact that the initial stockholders paid an aggregate of $25,000 for the 5,175,000 shares of ENVI Class B Common Stock currently owned by them and such securities will have a significantly higher value as a result of the Business Combination and the fact that the private placement warrants purchased by HB Strategies, as well as the Insider Warrants, in connection with our initial public offering would be worthless if a business combination is not consummated by July 19, 2022 (or by January 19, 2023 if we, by resolution of the ENVI Board, elects to extend the period of time by an additional six months). As a result of the lower price paid by our initial stockholders for their shares of ENVI Class B Common Stock, the initial stockholders may generate a profit on those shares even at prices that would generate a significant loss for the public stockholders on their shares of public common stock. Additionally, at the election of the Sponsor, any amounts outstanding under any loan made by the Sponsor, any of its affiliates or HB Strategies to ENVI in an aggregate amount of up to $1,500,000 may be converted into ENVI Units in connection with the consummation of the Business Combination. For more information regarding certain conflicts of interests of ENVI and its affiliates relating to the Business Combination and the other proposals to be presented at the special meeting, see “ Summary of the Proxy Statement/Prospectus—Interests of ENVI Directors and Officers in the Business Combination |
Q. |
What happens if I sell my ENVI common stock before the special meeting? |
A. | The record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public common stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting. |
Q. |
May I change my vote after I have mailed my signed proxy card? |
A. | Yes. ENVI stockholders may send a later-dated, signed proxy card to our Secretary at our address set forth below so that it is received by our Secretary prior to the vote at the special meeting or attend the special meeting and vote. ENVI stockholders also may revoke their proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the vote at the special meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote. |
Q. |
What happens if I fail to take any action with respect to the special meeting? |
A. | If you fail to vote with respect to the special meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder of New GreenLight. If you fail to vote with respect to the special meeting and the Business Combination is not approved, you will remain a stockholder of ENVI. However, if you fail to vote with respect to the special meeting, you will nonetheless be able to elect to redeem your public common stock in connection with the Business Combination in accordance with the procedures described in this proxy statement/prospectus. |
Q. |
What should I do if I receive more than one set of voting materials? |
A. | Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your common stock. |
Q. |
Who will solicit and pay the cost of soliciting proxies for the special meeting? |
A. | ENVI will pay the cost of soliciting proxies for the special meeting. ENVI has engaged D.F. King to assist in the solicitation of proxies for the special meeting. ENVI has agreed to pay the proxy solicitor a fee of , plus disbursements, and will reimburse the proxy solicitor for its reasonable out-of-pocket |
Q. |
Where can I find the voting results of the special meeting? |
A. | The preliminary voting results will be announced at the special meeting. ENVI will also publish the voting results of the special meeting in a Current Report on Form 8-K within four business days after the special meeting. |
Q. |
Who can help answer my questions? |
A. | If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
• | Advisory Charter Amendment Proposal A |
• | Advisory Charter Amendment Proposal B . |
• | Advisory Charter Amendment Proposal C |
• | synthetic biology and biomanufacturing platform with flexible technology; |
• | leadership in RNA-based product development; |
• | near-term adoption of GreenLight’s products; |
• | experienced, diverse, mission-driven and multidisciplinary management team; |
• | development of products through a strong commitment to research and development and new partnerships and collaborations; |
• | efficient and scalable biomanufacturing processes; |
• | results of due diligence and attractive valuation; |
• | strong alignment with sustainability and ESG focus; |
• | continued participation by leading private investors and a strong balance sheet; and |
• | the fairness opinion of Duff & Phelps. |
• | the risk that the potential benefits of the Business Combination may not be fully achieved; |
• | the risks and costs to ENVI if the Business Combination is not completed; |
• | the fact that the Business Combination Agreement includes an exclusivity provision that prohibits ENVI from soliciting other business combination proposals; |
• | the risk that ENVI’s stockholders may fail to provide the respective votes necessary to effect the Business Combination; |
• | the post-business combination corporate governance and the terms of the Investor Rights Agreement; |
• | the fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within ENVI’s control; |
• | potential litigation challenging the Business Combination; |
• | the fees and expenses associated with completing the Business Combination; and |
• | various other risks associated with the Business Combination, the business of ENVI and the business of GreenLight described under the section titled “ Risk Factors |
Assuming No Redemption |
Assuming 50% Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||
(percentages represent percentages of pro forma outstanding shares) |
||||||||||||||||||||||||
Public shares (a) |
20,700,000 | 14 | % | 10,512,411 | 8 | % | 324,821 | * | ||||||||||||||||
Founder shares |
5,175,000 | 4 | % | 5,175,000 | 4 | % | 5,175,000 | 4 | % | |||||||||||||||
GreenLight stockholders (b)(c) |
103,470,217 | 73 | % | 103,470,217 | 79 | % | 103,470,217 | 85 | % | |||||||||||||||
PIPE shares |
12,425,000 | 9 | % | 12,425,000 | 9 | % | 12,425,000 | 10 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pro forma common stock outstanding as of September 30, 2021 (d) |
141,770,217 | 100 | % | 131,582,628 | 100 | % | 121,395,038 | 100 | % | |||||||||||||||
Potential sources of dilution |
||||||||||||||||||||||||
Public Warrants |
10,350,000 | 7 | % | 10,350,000 | 8 | % | 10,350,000 | 9 | % | |||||||||||||||
Private Placement Warrants |
2,000,000 | 1 | % | 1,500,000 | 1 | % | 1,500,000 | 1 | % | |||||||||||||||
Insider Warrants |
750,000 | * | 600,000 | * | 600,000 | * | ||||||||||||||||||
Rollover Options |
17,555,928 | 12 | % | 17,555,928 | 13 | % | 17,555,928 | 14 | % |
* | Less than 1% |
(a) | Amount includes 1,000,000 shares of ENVI Class A Common Stock held by HB Strategies, a founder, all of which shares carry the same redemption rights as other shares of ENVI Class A Common Stock. The 50% Redemption Scenario and the Maximum Redemption Scenario assume that HB Strategies will redeem 50% and 100%, respectively, of its shares of ENVI Class A Common Stock. Amount excludes 13,100,000 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 2,000,000 private placement warrants and 750,000 Insider Warrants. Additionally, under each of the 50% Redemption Scenario and the Maximum Redemption Scenario, an aggregate of 650,000 Warrants comprised of 500,000 private placement warrants owned by HB Strategies and 150,000 Insider Warrants owned by the Sponsor will be forfeited pursuant to the Sponsor Letter Agreement. |
(b) | In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight Options (whether vested or unvested) will be exchanged for comparable options to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. The number of shares of New GreenLight Common Stock issued to the holders of shares of capital stock of GreenLight at Closing will fluctuate based on the number of shares underlying GreenLight Options and GreenLight Warrants, whether vested or unvested (and the exercise prices of such options and warrants), outstanding at Closing. |
(c) | Amount includes 6,583,549 shares issuable upon conversion of the GreenLight Convertible Notes and 872,667 shares underlying GreenLight Warrants that are assumed to be exercised immediately prior to the consummation of the Business Combination and excludes 17,555,928 shares underlying Rollover Options to be issued to holders of GreenLight Options, assuming such GreenLight Options remain unexercised as of the Closing. |
(d) | Amount excludes 31,750,000 shares (which amount includes shares underlying Rollover Options) and 2,000,000 shares of New GreenLight Common Stock that are expected to be available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP, respectively, after the consummation of the Business Combination, assuming approval of the Condition Precedent Proposals. |
Assuming No Redemption |
Assuming 50% of Maximum Redemption |
Assuming Maximum Redemption |
||||||||||
Underwriting fee as % of total stockholders’ equity |
2.5 | % | 3.6 | % | 6.8 | % | ||||||
Underwriting fee per share attributable to common stockholders |
$ | (0.05 | ) | $ | (0.06 | ) | $ | (0.06 | ) |
(i) | Business Combination Proposal |
(ii) | Public Benefit Corporation Proposal |
(iii) | Charter Amendment Proposal |
(iv) | Advisory Charter Amendment Proposals non-binding advisory basis, of each of the Advisory Charter Amendment Proposals the affirmative vote (in person or by proxy) of the holders of at least a majority of the shares of ENVI Class A Common Stock and ENVI Class B Common Stock entitled to vote on such matter and actually cast thereon at the special meeting, voting as a single class. |
(v) | Nasdaq Proposal |
(vi) | Incentive Award Plan Proposal |
(vii) | Employee Stock Purchase Plan Proposal |
(viii) | Director Election Proposal The Director Election Proposal |
(ix) | Adjournment Proposal |
(i) | hold shares of public common stock; |
(ii) | submit a written request to Continental, ENVI’s transfer agent, in which you (i) request that New GreenLight redeem all or a specified portion of your shares of public common stock for cash, and (ii) identify yourself as the beneficial holder of the shares of public common stock and provide your legal name, phone number and address; and |
(iii) | deliver your shares of public common stock to be redeemed to Continental, ENVI’s transfer agent, physically or electronically through DTC. |
• | the fact that our initial stockholders, and in the case of HB Strategies solely with respect to their founder shares, have agreed not to redeem any founders shares or any shares of ENVI Class A Common Stock held by them in connection with a stockholder vote to approve a proposed initial business combination, including all 5,175,000 shares of ENVI Class B Common Stock held by them as of the date of this proxy statement/prospectus; |
• | the fact that our initial stockholders and their affiliates would receive approximately $8.3 million in aggregate proceeds comprised of (i) fees to Canaccord, an affiliate of the Sponsor, who will receive a fee of $7.8 million in connection with the closing of the proposed business combination and (ii) the repayment of a promissory note issued to HB Strategies in an aggregate principal amount of $500,000, the entire amount of which remains outstanding as of the date of this prospectus; |
• | the fact that the initial stockholders paid an aggregate of $25,000 for the 5,175,000 shares of ENVI Class B Common Stock currently owned by them, or approximately $0.005 per share, and such securities will have a significantly higher value at the time of the Business Combination; |
• | As a result of the lower price paid by our initial stockholders for their shares as compared to, for example, the price per share of our public shares of $10.00 at our initial public offering (which price is $9.995 above the price per share paid by our initial stockholders), the initial stockholders may generate a profit on their shares even at prices that would generate a significant loss for the public stockholders on their shares of public common stock; |
• | the fact that HB Strategies paid $2,000,000 for its private placement warrants, and that ENVI issued the 750,000 Insider Warrants, and that these private placement warrants would be worthless if a business combination is not consummated by July 19, 2022 (or by January 19, 2023 if we, by resolution of our board, extend the period of time by an additional six months); |
• | the fact that the initial stockholders and ENVI’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any common stock (other than public common stock) held by them if ENVI fails to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend); |
• | the fact that the Investor Rights Agreement has been entered into by the initial stockholders; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to ENVI in an aggregate amount of up to $1,500,000 may be converted into ENVI Units in connection with the consummation of the Business Combination; |
• | the fact that HB Strategies has made a $500,000 working capital loan to ENVI; |
• | the continued indemnification of ENVI’s directors and officers and the continuation of ENVI’s directors’ and officers’ liability insurance after the Business Combination ( i.e. |
• | the fact that the Sponsor and ENVI’s officers and directors will lose their entire investment in ENVI and will not be reimbursed for any out-of-pocket |
• | the fact that if the trust account is liquidated, including in the event ENVI is unable to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend), the Sponsor has agreed to indemnify ENVI to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which ENVI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ENVI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and |
• | the fact that ENVI may be entitled to distribute or pay over funds held by ENVI outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
No Redemption (1) |
Maximum Redemption (2) |
|||||||
( in millions) |
||||||||
Sources |
||||||||
Cash Held in Trust Account(3) |
$ | 207.0 | $ | — | ||||
PIPE Financing(4) |
124.3 | 124.3 | ||||||
Seller Rollover Equity |
1,200.0 | 1,200.0 | ||||||
|
|
|
|
|||||
Total Sources |
$ | 1,531.3 | $ | 1,324.3 | ||||
|
|
|
|
|||||
Uses |
||||||||
Seller Rollover Equity |
$ | 1,200.0 | $ | 1,200.0 | ||||
Net Cash to Balance Sheet |
301.3 | 97.9 | ||||||
Estimated Transaction Costs |
30.0 | 26.4 | ||||||
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|
|
|
|||||
Total Uses |
$ | 1,531.3 | $ | 1,324.3 | ||||
|
|
|
|
(1) | Assumes that none of the holders of Class A Common Stock exercise their redemption rights. |
(2) | Assumes that holders of 20,375,179 shares of Class A Common Stock exercise their redemption rights (representing the maximum amount of public shares that can be redeemed to satisfy the Aggregate Transaction Proceeds Condition). |
(3) | Represents the expected amount of the cash held in ENVI’s trust account prior to the Closing (and prior to any redemption by ENVI stockholders), excluding any interest earned on the funds. |
(4) | Represents the proceeds from the PIPE Financing as of the consummation of the Business Combination. |
• | The pre-combination equityholders of GreenLight will hold the majority of voting rights in New GreenLight; |
• | The pre-combination equityholders of GreenLight will have the right to appoint six of the seven directors on the New GreenLight Board; |
• | Senior management of GreenLight will comprise the senior management of New GreenLight; and |
• | Operations of GreenLight will comprise the ongoing operations of New GreenLight. |
• | GreenLight may not be successful in its efforts to develop or bring products or services to market, to introduce new products, or to achieve market acceptance; |
• | GreenLight has a limited operating history and funding, which may make it difficult to evaluate its product development, product prospects and overall likelihood of success; |
• | GreenLight may fail to obtain regulatory approval for some or all of its products; |
• | GreenLight will require substantial additional funds to complete its research and development activities and fund its other operations. Its current available funds are not sufficient for all of these activities and, as a result, there is substantial doubt about its ability to continue as a going concern; |
• | GreenLight has identified material weaknesses in its internal controls of financial reporting, which may result in material misstatements or restatements of its consolidated financial statements or cause it to fail to meet New GreenLight’s periodic reporting obligations; |
• | GreenLight’s product candidates may be more complex and more difficult to manufacture than initially anticipated, and GreenLight may encounter difficulties in manufacturing, product release, shelf life, testing, storage, supply chain management or shipping of any of its product candidates; |
• | GreenLight depends on relationships with third parties for revenues, and for the development, regulatory approval, commercialization and marketing of certain of its products and product candidates, which are outside of its full control; |
• | GreenLight’s product candidates are extremely temperature sensitive, may have other attributes that lead to limited shelf life, and may pose other risks to supply, inventory and waste management and increased cost of goods; |
• | Even if any product candidates developed by GreenLight receives regulatory approval, GreenLight may nonetheless fail to achieve the degree of market acceptance by physicians, patients, healthcare payors, and others in the medical community necessary for commercial success; |
• | GreenLight faces significant competition, and its competitors may develop and market technologies or products more rapidly than it does or that are more effective, safer or less expensive; |
• | GreenLight’s preclinical studies may not succeed or achieve positive results, and, even if such preclinical studies are successful, the resulting clinical trials of GreenLight’s human health product candidates may nevertheless reveal significant adverse events, including negative immune system responses, and may result in a safety profile that could prevent or delay regulatory approval, licensure or market acceptance; |
• | The time and expense required to obtain regulatory approvals for preclinical and clinical trials could be significantly greater than for more conventional therapeutic technologies or products. If preclinical studies or clinical trials of any product candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, GreenLight may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidates; |
• | GreenLight, its service providers or any third-party manufacturers may fail to comply with regulatory requirements which could subject GreenLight to enforcement actions; |
• | If field trials are unsuccessful, GreenLight may fail to obtain regulatory approval of, or commercialize, its products on a timely basis; |
• | U.S. agricultural production could decline; |
• | GreenLight’s plant health program is susceptible to risks relating to weather conditions, seasonal variations and other factors; |
• | Crop protection products must be extensively tested for safety, efficacy and environmental impact before they can be registered for production, use, sale or commercialization in a given market, and there can be no guaranty that such testing will be successful; |
• | The agricultural products may fail to meet the criteria for desirable certifications such as “non-GMO” or “organic” and may cause the plants or products to which they are applied also to lose these certifications, reducing the addressable market for and value of our products; |
• | The honeybee ecosystem is complex and it is difficult to measure the overall efficacy of GreenLight’s product candidate since there are multiple factors other than Varroa mites contributing to the decline in honeybee populations; |
• | At the dose safety factor typically required by the EPA for approval, our Varroa mite control product causes significant bee mortality, and our dose control system may not convince the EPA to waive its customary dose safety factor requirement; |
• | GreenLight’s product will need to be evaluated by the EPA without a precedent product, the process of which may incur additional time needed for further field trials; |
• | The intellectual property related to GreenLight’s RNA honeybee product was purchased from Bayer Crop Science, a subsidiary of Bayer, which now owns Monsanto which has had significant pushback from environmental groups regarding its technology and practices, which may affect GreenLight’s ability to market its products; |
• | The research and development process for our Varroa mite control product is expensive with little immediate return, and the field trials associated with honeybees in general are susceptible to circumstances outside of GreenLight’s control; |
• | If our Varroa mite control product is used inappropriately and is consumed by invertebrates other than the Varroa destructor mite, it could be harmful to those invertebrates; |
• | The raw materials used in GreenLight’s manufacturing process may become difficult to obtain in the quality or quantity required for its business plans or at prices that are currently projected; |
• | Single or limited sources for some materials may impact GreenLight’s ability to secure supply; |
• | Any disruption to the supply chain for, or any malfunction of, the highly specialized equipment and consumables on which GreenLight relies may adversely impact GreenLight’s operations; |
• | GreenLight may be unable to protect and maintain sufficient intellectual property protection for its products, platform, methods, trademarks, and technology, or the scope of the intellectual property protection obtained may not be sufficiently broad, and as a result, competitors could develop and commercialize similar or identical products; |
• | GreenLight may lose its existing licenses, or may be unable to obtain licenses to patent rights it may need in the future, or if they are able to obtain such licenses, such third-party owners may not properly maintain or enforce the patents underlying such licenses; and |
• | GreenLight may become involved in lawsuits to enforce its intellectual property or defend against third-party claims of infringement, misappropriation or other violations of intellectual property in the U.S. or internationally. |
• | the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of ENVI’s securities; |
• | the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement by the stockholders of ENVI, the satisfaction of the Aggregate Transaction Proceeds Condition by ENVI following any redemptions by its public stockholders and the receipt of certain governmental and regulatory approvals; |
• | potential changes to the proposed structure of the business combination that may be required or appropriate to achieve the intended tax treatment or to satisfy other legal or regulatory requirements; |
• | the potential inability to complete the PIPE Financing; |
• | the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; |
• | the potential inability to maintain the listing of ENVI’s securities with Nasdaq; |
• | the outcome of any legal proceedings that may be instituted against GreenLight or ENVI related to the business combination agreement or the proposed transaction; |
• | unanticipated costs related to the transaction and the potential failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; |
• | potential exercise of appraisal rights by some GreenLight stockholders, which may reduce available cash; |
• | the effect of the announcement or pendency of the transaction on GreenLight’s business relationships, operating results, and business generally; |
• | risks that the proposed transaction disrupts current plans and operations of GreenLight; |
• | the need to obtain regulatory approval for GreenLight’s product candidates; |
• | the risk that preclinical studies and any ensuing clinical trials will not demonstrate that GreenLight’s product candidates are safe and effective; |
• | the risk that GreenLight’s product candidates will have adverse side effects or other unintended consequences, which could impair their marketability; |
• | the risk that GreenLight’s product candidates do not satisfy other legal and regulatory requirements for marketability in one or more jurisdictions; |
• | the risks of enhanced regulatory scrutiny of solutions utilizing messenger ribonucleic acid (“ mRNA ”) as a basis; |
• | the potential inability to achieve GreenLight’s goals regarding scalability, affordability and speed of commercialization of its product candidates; |
• | the anticipated need for additional capital to achieve GreenLight’s business goals; |
• | changes in the industries in which GreenLight operates; |
• | changes in laws and regulations affecting the business of GreenLight; |
• | the potential inability to implement or achieve business plans, forecasts, and other expectations after the completion of the proposed transaction; and |
• | other factors detailed under the section titled “ Risk Factors |
• | the resources, time and costs required to initiate and complete our research and development and to initiate and complete studies and trials and to obtain regulatory approvals for additions to our product pipeline; |
• | progress in our research and development programs; |
• | the timing and amount of milestone, royalty and other payments; and |
• | costs necessary to protect any intellectual property rights. |
• | our products may not perform as expected; |
• | we may be unable to capitalize on successful innovation because we may choose not to incur the expense of patenting our discoveries in all jurisdictions or may be unable to obtain patents in the jurisdictions in which we wish to obtain patents; |
• | any strategy of discovering additional vertical markets beyond plant, animal and human health for the use of RNA may be infeasible, limiting our growth; |
• | our products may not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them; |
• | our competitors may develop new products or improve existing products that may make our products uncompetitive; |
• | the lower cost of RNA produced by us may not translate equally or at all into lower prices for the products that use it; |
• | our products may be difficult to produce on a large scale; |
• | intellectual property and other proprietary rights of third parties may prevent us or our collaborators from making, marketing or selling our products; |
• | we or our collaborators may be unable to fully develop or commercialize products in a timely manner or at all; and |
• | third parties may develop superior or equivalent products. |
• | The failure to maintain a sufficient complement of personnel in our accounting and reporting department to ensure adequate segregation of duties such that appropriate review and monitoring of our financial records is executed. |
• | The failure to design and implemented adequate information systems controls, including access and change management controls |
• | the inability to control the resources such third parties devote to GreenLight’s programs, products or product candidates; |
• | disputes may arise under an agreement and the underlying agreement may fail to provide us with significant protection or may fail to be effectively enforced if such third parties fail to perform; |
• | the interests of such third parties may not always be aligned with the interests of GreenLight, and such parties may not pursue regulatory approvals or market a product in the same manner or to the same extent as GreenLight, which could adversely affect revenues, or may adopt tax strategies that could have an adverse effect on GreenLight’s business, results of operations or financial condition; |
• | third-party relationships require the parties to cooperate, and failure to do so effectively could adversely affect product development or the clinical development or regulatory approvals of product candidates under collaborative control, could result in termination of the research, development or commercialization of product candidates or could result in litigation or arbitration; |
• | any failure on the part of such third parties to comply with applicable laws, including tax laws, regulatory requirements and/or applicable contractual obligations or to fulfill any responsibilities they may have to protect and enforce any intellectual property rights underlying product candidates could have an adverse effect on revenues as well as give rise to possible legal proceedings; and |
• | any improper conduct or actions on the part of such third parties could subject us to civil or criminal investigations and monetary and injunctive penalties, impact the accuracy and timing of financial reporting and/or adversely impact GreenLight’s ability to conduct business, operating results and reputation. |
• | Risks of Reliance on Third Parties and Single Source Providers. COVID-19 pandemic and intellectual property protection. These third parties may not perform their obligations in a timely and cost-effective manner or in compliance with applicable regulations, and they may be unable or unwilling to increase production capacity commensurate with demand for existing or future products. Finding alternative providers could take a significant amount of time and involve significant expense due to the specialized nature of the services and the need to obtain regulatory approval of any significant changes to suppliers or manufacturing methods. GreenLight cannot be certain that it could reach an agreement with alternative providers or that the FDA or other regulatory authorities would approve the use of such alternatives. |
• | Risks Relating to Compliance with cGMP. |
• | Global Supply Risks. |
expected timelines or that there will not be any direct or indirect delays resulting from the COVID-19 pandemic. GreenLight has had delays, and if there are additional delays, in bringing its current and planned facilities online and it may not have sufficient manufacturing capacity to meet its long-term manufacturing requirements. |
• | Risk of Product Loss. |
• | a disruption to suppliers’ operations which could leave GreenLight with no other means of continuing the research, development, or manufacturing operations for which the supplier provides inputs; |
• | the inability to locate a suitable replacement on acceptable terms or on a timely basis, if at all; |
• | existing suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; |
• | delays caused by supply issues may harm GreenLight’s reputation, frustrate customers, and cause them to turn to GreenLight’s competitors; and |
• | GreenLight’s ability to progress the development of existing programs and the expansion of capacity to begin future programs could be materially and adversely impacted if the single-source, limited-source or preferred suppliers upon which GreenLight relies were to experience a significant business challenge, disruption, or failure due to issues such as financial difficulties or bankruptcy, issues relating to other customers such as regulatory or quality compliance issues, or other financial, legal, regulatory, or reputational issues. |
• | the wider acceptance by patients of products derived from RNA manufacturing processes; |
• | the efficacy and safety of such product candidates as demonstrated in pivotal clinical trials published in peer-reviewed journals; |
• | the potential and perceived advantages compared to alternative treatments; |
• | the ability to offer GreenLight’s products for sale at competitive prices; |
• | the ability to offer appropriate patient access programs, such as co-pay assistance; |
• | the extent to which physicians recommend GreenLight’s products to their patients; |
• | convenience and ease of dosing and administration compared to alternative treatments; |
• | the clinical indications for which the product candidate is approved by the FDA, EMA or other comparable foreign regulatory agencies; |
• | product labeling or product insert requirements of the FDA, EMA or other comparable foreign regulatory authorities, including any limitations, contraindications or warnings contained in a product’s approved labeling; |
• | restrictions on how the product is distributed; |
• | the timing of market introduction of competitive products; |
• | publicity concerning GreenLight’s products or competing products and treatments; |
• | the effectiveness of marketing and distribution efforts by us and other licenses and distributors; |
• | sufficient governmental third party coverage or reimbursement; and |
• | the prevalence and severity of any side effects. |
• | difficulties and challenges relating to the building, commissioning and complying with regulatory requirements related to manufacturing facilities in foreign countries; |
• | the inability to obtain necessary foreign regulatory or pricing approvals of products in a timely manner; |
• | limitations and additional pressures on GreenLight’s ability to obtain and maintain product pricing or receive price increases, including those resulting from governmental or regulatory requirements; |
• | the inability to successfully complete preclinical studies or subsequent or confirmatory clinical trials in countries where GreenLight’s experience is limited; |
• | longer payment and reimbursement cycles and uncertainties regarding the collectability of accounts receivable; |
• | fluctuations in foreign currency exchange rates that may adversely impact GreenLight’s revenues, net income and value of certain of its investments; |
• | the imposition of governmental controls; |
• | diverse data privacy and protection requirements; |
• | increasingly complex standards for complying with foreign laws and regulations that may differ substantially from country to country and may conflict with corresponding U.S. laws and regulations; |
• | the far-reaching anti-bribery and anti-corruption legislation in the U.K., including the Bribery Act, and elsewhere and escalation of investigations and prosecutions pursuant to such laws; |
• | compliance with complex import and export control laws; |
• | changes in tax laws; |
• | the imposition of tariffs or embargoes and other trade restrictions; |
• | the impact of public health epidemics, such as the COVID-19 pandemic, on the global economy and the delivery of healthcare treatments; |
• | less favorable intellectual property or other applicable laws; and |
• | known and unknown risks related to local and geopolitical unrest; |
• | developing drug candidates; |
• | conducting preclinical and clinical trials; |
• | obtaining regulatory approvals; and |
• | commercializing product candidates. |
• | regulatory authorities may withdraw licensures and/or approvals of such product; |
• | regulatory authorities may require additional warnings on the label, such as a “black box” warning or contraindication; |
• | additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any product component; |
• | we may be required to restrict the conductions under which the product may be distributed, including through implementation a Risk Evaluation and Mitigation Strategy, or REMS; |
• | we may be required to change the way a product candidate is administered or conduct additional clinical trials; |
• | we could be sued and held liable for harm caused to patients; |
• | the product may become less competitive; and |
• | our reputation may suffer. |
• | much greater experience, financial, technical and human resources than we have at every stage of the discovery, development, manufacture and commercialization process; |
• | more extensive experience in preclinical studies, conducting clinical trials, obtaining and maintaining regulatory approvals or licensures and manufacturing and marketing products; |
• | products that have been approved or licensed or are in late stages of development; |
• | established distribution networks; |
• | collaborative arrangements with leading companies and research institutions; and |
• | entrenched and established relationships with healthcare providers and payors. |
• | the patient eligibility and exclusion criteria defined in the protocol; |
• | the severity of the disease under investigation; |
• | the size of the patient population required for analysis of the trial’s primary endpoints and the process for identifying patients; |
• | the proximity of patients to trial sites; |
• | the design of the trial; |
• | our ability to recruit clinical study investigators with the appropriate competencies and experience; |
• | clinicians’ and patients’ perceptions as to the potential advantages and risks of the product candidate being studied with respect to other available therapies, including any new products that may be approved for the indications we are investigating; |
• | the availability of competing commercially available therapies and other competing product candidates’ clinical studies; |
• | the ability to monitor patients adequately during and after treatment; |
• | efforts to facilitate timely enrollment in clinical trials; |
• | our ability to obtain and maintain patient informed consents; and |
• | the risk that patients enrolled in clinical studies will drop out of the trials before completion. |
• | regulators or IRBs, or ethics committees may not authorize us or our investigators to commence a clinical study or conduct a clinical study at a prospective trial site; |
• | the FDA or other comparable regulatory authorities may disagree with our clinical study design, including with respect to dosing levels administered in its planned clinical studies, which may delay or prevent us from initiating its clinical studies with its originally intended trial design; |
• | we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective Contract Research Organizations (CROs), which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; |
• | the number of subjects required for clinical studies of any product candidates may be larger than we anticipate or subjects may drop out of these clinical studies or fail to return for post-treatment follow-up at a higher rate than it anticipates; |
• | our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, or may deviate from the clinical study protocol or drop out of the trial, which may require that we add new clinical study sites or investigators; |
• | we may experience delays and interruptions to clinical studies, we may experience delays or interruptions to our manufacturing supply chain, or we could suffer delays in reaching, or we may fail to reach, agreement on acceptable terms with third-party service providers on whom we rely; |
• | additional delays and interruptions to our clinical studies could extend the duration of the trials and increase the overall costs to finish the trials as its fixed costs are not substantially reduced during delays; |
• | we may elect to, or regulators, IRBs, Data Safety Monitoring Boards or ethics committees may require that it or its investigators, suspend or terminate clinical research or trials for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks; |
• | we may need to amend or submit new clinical protocols because of changes in regulatory requirements and guidance; |
• | we may not have the financial resources available to begin and complete the planned trials, or the cost of clinical studies of any product candidates may be greater than it anticipates; and |
• | the supply or quality of our product candidates or other materials necessary to conduct clinical studies of our product candidates may be insufficient or inadequate to initiate or complete a given clinical study. |
• | the FDA may disagree with the design or implementation of our clinical trials; |
• | we may be unable to demonstrate to the satisfaction of the FDA that a product candidate is safe, pure, and potent; |
• | results of clinical trials may not meet the level of statistical significance required by the FDA for licensure; |
• | we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks; |
• | the FDA may disagree with our interpretation of data from preclinical studies or clinical trials; |
• | data collected from clinical trials of our product candidates may not be sufficient to support the submission of a BLA to the FDA or other submission or to obtain marketing licensure in the United States; |
• | the FDA may find deficiencies with or fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and |
• | the licensure policies or regulations of the FDA may significantly change in a manner rendering our clinical data insufficient for licensure. |
• | seek to enter into collaboration arrangements to fund development and commercialization of our products; |
• | rely on CROs to conduct key elements of research by which our products are developed; |
• | rely on Contract Development Organizations (“ CDOs ”) to develop key components of our products; |
• | retain individual contractors or contracting organizations to perform critical functions in our company, including functions associated with senior management positions. |
• | seek to enter into joint development agreements for the manufacture of both our RNA materials and human health products with partners outside the U.S.; |
• | restrictions on, or prohibitions against, marketing; |
• | restrictions on importation; |
• | suspension of review or refusal to approve new or pending applications; |
• | suspension or withdrawal of product approvals; |
• | product seizures or recalls; |
• | operating restrictions; |
• | injunctions; and |
• | civil and criminal penalties and fines. |
• | discovery efforts at identifying potential mRNA medicines may not be successful; |
• | nonclinical or preclinical study results may show potential mRNA medicines to be less effective than desired or to have harmful or problematic side effects; |
• | clinical trial results may show potential mRNA medicines to be less effective than expected (e.g., a clinical trial could fail to meet one or more endpoint(s)) or to have unacceptable side effects or toxicities; |
• | adverse effects in any one of our clinical programs or adverse effects relating to our mRNA, or our lipid nanoparticles (“ LNPs ”), may lead to delays in or termination of one or more of our programs; |
• | the insufficient ability of translational models to reduce risk or predict outcomes in humans, particularly given that each component of investigational medicines and development candidates may have a dependent or independent effect on safety, tolerability, and efficacy, which may, among other things, be species-dependent; |
• | manufacturing failures or insufficient supply of cGMP materials for clinical trials, or higher than expected cost could delay or set back clinical trials, or make mRNA-based medicines commercially unattractive; |
• | our improvements in the manufacturing processes for this new class of medicines and potential medicines may not be sufficient to satisfy the clinical or commercial demand of our investigational medicines or regulatory requirements for clinical trials; |
• | changes that we make to optimize our manufacturing, testing or formulating of cGMP (current good manufacturing process regulations as enforced by the FDA) materials could impact the safety, tolerability, and efficacy of our investigational medicines and development candidates; |
• | pricing or reimbursement issues or other factors may delay clinical trials or make any mRNA medicine uneconomical or noncompetitive with other therapies; |
• | failure to timely advance our programs or receive the necessary regulatory approvals or a delay in receiving such approvals, due to, among other reasons, slow or failure to complete enrollment in clinical trials, withdrawal by trial participants from trials, failure to achieve trial endpoints, additional time requirements for data analysis, data integrity issues, preparation of a BLA, or the equivalent application, discussions with the FDA or EMA, a regulatory request for additional nonclinical or clinical data, or safety formulation or manufacturing issues may lead to our inability to obtain sufficient funding; and |
• | the proprietary rights of others and their competing products and technologies that may prevent our mRNA medicines from being commercialized. |
• | Others may be able to develop or make products , platform, methods or technology that are similar to products, platform, methods or technology we have developed or will develop, but that are not covered by the claims of the patents that we own or have licensed and are not protectable through trade secret law. |
• | We or our licensors or strategic partners might not have been the first to make the inventions covered by the issued patent or pending patent application that we own or have exclusively licensed, and therefore our patents may be found to be invalid or our patent applications may be rejected. |
• | We or our licensors or strategic partners might not have been the first to file patent applications covering certain of our inventions, and therefore our patents may be found to be invalid or our patent applications may be rejected. |
• | Others may independently develop or make similar or alternative products, platform, methods or technology or duplicate any of our products, platform, methods or technology without infringing our intellectual property rights. For example, independent development of such products, platform, methods or technology would make it impossible for us to assert trade secret rights against such third parties. If such third parties publish the details of such independently developed products, platform, methods or technology, then we could lose any trade secret protection even as against others. |
• | It is possible that our pending patent applications will not lead to issued patents. |
• | Issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors. |
• | Our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets. |
• | Our competitors may use our manufacturing methods to produce products in jurisdictions in which we do not have patent protection on our manufacturing methods and may export such products for sale other jurisdictions, including our major commercial markets for us. Patents on such methods in our major commercial markets may not protect against such product sales. |
• | We may not develop additional proprietary technologies that are patentable or protectible through other intellectual property rights. |
• | The intellectual property rights of others may have an adverse effect on our business. |
• | the need to obtain regulatory approval for New GreenLight’s product candidates; |
• | the risk that clinical trials will not demonstrate that New GreenLight’s therapeutic product candidates are safe and effective; |
• | the risk that New GreenLight’s product candidates will have adverse side effects or other unintended consequences, which could impair their marketability; |
• | the risk that New GreenLight’s product candidates do not satisfy other legal and regulatory requirements for marketability in one or more jurisdictions; |
• | the risks of enhanced regulatory scrutiny of RNA-based products, including mRNA and dsRNA; |
• | the potential inability to achieve New GreenLight’s goals regarding scalability, affordability and speed of commercialization of its product candidates; |
• | the anticipated need for additional capital to achieve New GreenLight’s business goals; |
• | changes in the industries in which New GreenLight operates; changes in laws and regulations affecting the business of New GreenLight; |
• | the potential inability to implement or achieve business plans, forecasts, and other expectations after the completion of the proposed transaction; |
• | actual or anticipated fluctuations in New GreenLight’s operating results, including fluctuations in its quarterly and annual results; |
• | operating expenses being more than anticipated; |
• | the failure or discontinuation of any of New GreenLight’s product development and research programs; |
• | the success of existing or new competitive businesses or technologies; |
• | announcements about new research programs or products of New GreenLight’s competitors; |
• | developments or disputes concerning patent applications, issued patents or other proprietary rights; |
• | the recruitment or departure of key personnel; |
• | litigation and governmental investigations involving New GreenLight, its industry or both; |
• | investor perceptions of New GreenLight or its industry; |
• | negative perceptions of publicly traded companies that have gone public through business combinations with publicly traded special purpose acquisition companies; |
• | sales of New GreenLight’s common stock by New GreenLight or by its insiders or other stockholders; |
• | the expiration of market standoff or lock-up agreements; |
• | general economic, industry and market conditions; and |
• | the COVID-19 pandemic, natural disasters or major catastrophic events. |
• | reduced liquidity; |
• | a limited availability of market quotations for New GreenLight Common Stock; |
• | a potential determination that New GreenLight Common Stock is a “penny stock,” which will require brokers trading in New GreenLight Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New GreenLight Common Stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | New GreenLight’s board of directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause by the affirmative vote of holders of a majority of the voting power of New GreenLight’s then-outstanding capital stock; |
• | certain amendments to New GreenLight’s certificate of incorporation will require the approval of stockholders holding three-fourths of the voting power of its then-outstanding capital stock; |
• | any stockholder-proposed amendment to the Proposed Bylaws that is not recommended by the New GreenLight Board will require the approval of stockholders holding three-fourths of the voting power of its then-outstanding capital stock; |
• | New GreenLight’s stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; |
• | vacancies on New GreenLight’s board of directors will be able to be filled only by New GreenLight’s board of directors and not by stockholders; |
• | only the New GreenLight Board, pursuant to a written resolution adopted by a majority of the New GreenLight Board is authorized to call a special meeting of stockholders; |
• | certain litigation against New GreenLight can only be brought in Delaware; |
• | the Proposed Charter authorizes undesignated preferred stock, the terms of which may be established by the New GreenLight Board, which shares may be issued without the approval of the holders of New GreenLight’s capital stock; and |
• | advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
• | the fact that our initial stockholders, and in the case of HB Strategies, solely with respect to their founder shares, have agreed not to redeem any founder shares or any shares of ENVI Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination, including all 5,175,000 shares of ENVI Class B Common Stock held by them as of the date of this proxy statement/prospectus; |
• | the fact that our initial stockholders and their affiliates would receive approximately $8.3 million in aggregate proceeds comprised of (i) fees to Canaccord, an affiliate of the Sponsor, who will receive a fee of $7.8 million in connection with the closing of the proposed business combination and (ii) the repayment of a promissory note issued to HB Strategies in an aggregate principal amount of $500,000, the entire amount of which remains outstanding as of the date of this prospectus; |
• | the fact that the initial stockholders paid an aggregate of $25,000 for the 5,175,000 shares of ENVI Class B Common Stock currently owned by them, or approximately $0.005 per share, and such securities will have a significantly higher value at the time of the Business Combination; |
• | As a result of the lower price paid by our initial stockholders for their shares of ENVI Class B Common Stock as compared to, for example, the price per share of our public shares of $10.00 at our initial public offering (which price is $9.995 above the price per share paid by our initial stockholders), the initial stockholders may generate a profit on their shares even at prices that would generate a significant loss for the public stockholders on their shares of public common stock; |
• | the fact that HB Strategies paid $2,000,000 for its private placement warrants, and that ENVI issued the 750,000 Insider Warrants, and that these private placement warrants will be worthless if a business combination is not consummated by July 19, 2022 (or by January 19, 2023 if we, by resolution of our board, extend the period of time by an additional six months); |
• | the fact that the initial stockholders and ENVI’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any common stock (other than public common stock) held by them if ENVI fails to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend); |
• | the fact that the Investor Rights Agreement has been entered into by the initial stockholders; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to ENVI in an aggregate amount of up to $1,500,000 may be converted into ENVI’s warrants in connection with the consummation of the Business Combination; |
• | the fact that HB Strategies has made a $500,000 working capital loan to ENVI; |
• | the continued indemnification of ENVI’s directors and officers and the continuation of ENVI’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”); |
• | the fact that the Sponsor and ENVI’s officers and directors will lose their entire investment in ENVI and will not be reimbursed for any out-of-pocket |
• | the fact that if the trust account is liquidated, including in the event ENVI is unable to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend), the Sponsor has agreed to indemnify ENVI to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which ENVI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ENVI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and |
• | the fact that ENVI may be entitled to distribute or pay over funds held by ENVI outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
• | a proposal to approve and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby; |
• | a proposal to adopt and approve the PBC Proposed Charter; |
• | a proposal to adopt and approve the Proposed Charter; |
• | the following governance proposals to approve, on a non-binding advisory basis, the following material differences between the Existing Charter and the Proposed Charter: |
• | to change the authorized capital stock of ENVI from 121,000,000 shares, par value $0.0001 per share, consisting of (a) 100,000,000 shares of ENVI Class A Common Stock, 20,000,000 shares of ENVI Class B Common Stock, and 1,000,000 shares of undesignated preferred stock, to (b) 510,000,000 shares, par value $0.0001 per share, consisting of 500,000,000 shares of common stock of New GreenLight and 10,000,000 shares of undesignated preferred stock of New GreenLight; |
• | to provide that, in addition to any vote required by applicable law or the certificate of incorporation or bylaws of New GreenLight, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, will be required for the stockholders to reduce the total number of shares of New GreenLight Preferred Stock authorized to be issued by New GreenLight or to amend, alter, change or repeal, or adopt any provision of the charter of New GreenLight inconsistent with, specified provisions of the charter of New GreenLight; and |
• | to provide that the bylaws of New GreenLight may be adopted, amended, altered or repealed with the approval of a majority of the New GreenLight Board or by the affirmative vote of the holders of at least 75% of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, provided that the voting requirement is reduced to a majority if the New GreenLight Board recommends that stockholders approve the adoption, amendment, alteration or repeal; |
• | a proposal to approve the issuance of shares of New GreenLight Common Stock in connection with the Business Combination in compliance with the Nasdaq listing rules; |
• | a proposal to approve and adopt the New GreenLight Equity Plan; |
• | a proposal to approve and adopt the New GreenLight ESPP; |
• | to elect seven directors to serve on the New GreenLight Board, effective upon the closing of the Business Combination; and |
• | a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and voting of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting. |
• | You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the ENVI Board “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Advisory Charter Amendment Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the special meeting. Votes received after a matter has been voted upon at the special meeting will not be counted. |
• | You can attend the special meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way ENVI can be sure that the broker, bank or nominee has not already voted your shares. |
• | you may send another proxy card with a later date; |
• | you may notify ENVI’s Secretary in writing before the special meeting that you have revoked your proxy; or |
• | you may attend the special meeting, revoke your proxy, and vote at the meeting, as indicated above. |
(i) | hold shares of public common stock; |
(ii) | submit a written request to Continental, ENVI’s transfer agent, in which you (i) request that New GreenLight redeem all or a specified portion of your shares of public common stock for cash, and (ii) identify yourself as the beneficial holder of the shares of public common stock and provide your legal name, phone number and address; and |
(iii) | deliver your shares of public common stock to be redeemed to Continental, ENVI’s transfer agent, physically or electronically through DTC. |
(a) | on the Closing Date, the parties to the Business Combination Agreement will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which Merger Sub will merge with and into GreenLight, with GreenLight being the surviving company in the Merger and, after giving effect to such merger, GreenLight will be a wholly owned subsidiary of New GreenLight; |
(b) | at the Effective Time, each outstanding share of capital stock of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) (each, a “ Company Share ”) shall be automatically cancelled and extinguished and converted into a number of shares of New GreenLight Common Stock equal to the product of (x) the conversion ratio applicable to such Company Share, if any, multiplied by (y) the quotient obtained by dividing (a) 120,000,000 by (b) the number of Fully-Diluted Shares (as defined in the Business Combination Agreement) (such quotient, the “Exchange Ratio ”); |
(c) | each option to purchase shares of capital stock of GreenLight (each, a “ GreenLight Option ”) that is outstanding and unexercised immediately prior to the Effective Time shall be converted into an option issued under the New GreenLight Equity Plan to purchase a number of shares of New GreenLight Common Stock (each, a “Rollover Option ”) equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such GreenLight Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding GreenLight Option immediately prior to the Effective Time, except (I) as specifically provided above, or (II) as to (1) terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement (including any anti-dilution or other similar provisions that may have adjusted or may adjust the number of underlying shares that are subject to any such option until the effective time of the Merger), or (2) such other immaterial administrative or ministerial changes as the ENVI Board (or the compensation committee of the ENVI Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options; |
(d) | shares of New GreenLight Common Stock issued in respect of shares of GreenLight common stock that are subject to vesting or forfeiture (the “ GreenLight Restricted Shares ”), shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding GreenLight Restricted Share immediately prior to the Effective Time; |
(e) | each warrant of GreenLight (“ GreenLight Warrant ”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by New GreenLight and converted into a warrant to acquire shares of New GreenLight Common Stock (such warrants, the “New GreenLight Warrants ”) equal to the product (rounded down to the nearest whole number) of (x) the number of GreenLight Shares (on an as-converted basis) subject to such GreenLight Warrant immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each New GreenLight Warrant will be subject to the same terms and conditions as were applicable to the GreenLight Warrant other than for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement, including any anti-dilution or other similar adjustment provisions; |
(f) | at the Effective Time, each of the treasury shares of GreenLight will be cancelled and extinguished for no additional consideration; |
(g) | at the Effective Time, each ENVI Class A Share and ENVI Class B Share that is issued and outstanding immediately prior to the Merger shall become one share of New GreenLight Common Stock; |
(h) | at the Effective Time, each share of capital stock of the Merger Sub shall be converted into one share of common stock, par value $0.0001 per share of Honey Bee Merger Sub, Inc.; and |
(i) | at the Effective Time, ENVI will change its name to “GreenLight Biosciences, Inc.” (or if the Public Benefit Corporation Proposal is also approved, ENVI will instead change its name to “GreenLight Biosciences, PBC”.) |
• | each applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; |
• | no order or law issued or enacted by any court of competent jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the Merger shall be in effect; |
• | the Registration Statement becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the Registration Statement, of which this proxy statement/prospectus forms a part, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; |
• | the approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) being obtained by (a) a majority of the voting power of the outstanding shares of capital stock of GreenLight, voting together on an as-converted to common stock basis, (b) a majority of the outstanding commons stock of GreenLight, (c) a majority of the outstanding shares of preferred stock of GreenLight, voting together on an as-converted to common stock basis, (d) a majority of the outstanding shares of GreenLight Series C Preferred Stock, voting as a separate class, and (e) a majority of the outstanding shares of GreenLight Series D Preferred, voting as a separate class (clauses (a)-(e), the “GreenLight Required Shareholder Approval ”); |
• | the approval of each Condition Precedent Proposal by the affirmative vote of the requisite percentage of holders of common stock of ENVI entitled to vote thereon being obtained, under and in accordance with the DGCL and the Existing Organizational Documents; |
• | New GreenLight’s initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement being approved and, immediately following the Effective Time and after giving effect to any redemption of shares of ENVI Class A Common Stock in accordance with the Existing Organizational Documents, ENVI satisfying any applicable initial and continuing listing requirements of Nasdaq, and ENVI not having received any notice of non-compliance in connection therewith (and there is no basis for Nasdaq to provide such a notice of non-compliance) that has not been cured or would not be cured at or immediately following the Effective Time, and the shares of New GreenLight Common Stock (including the shares of New GreenLight Common Stock to be issued in connection with the Merger), being approved for listing on Nasdaq; and |
• | after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Financing and any redemptions of shares of ENVI Class A Common Stock in accordance with the Existing Organizational Documents), ENVI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time of the Merger. |
• | the representations and warranties of GreenLight regarding its organization and qualification, certain representations and warranties regarding its capitalization, the absence of change in control payments |
or declaration of dividends or other distributions, the authority of GreenLight to execute and deliver the Business Combination Agreement and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby and GreenLight brokers’ fees being true and correct (without giving effect to any limitation of “materiality” or “GreenLight Material Adverse Effect” (as defined below) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and the Closing Date as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | the representation and warranty regarding the absence of a “GreenLight Material Adverse Effect” since January 1, 2021 being true and correct in all respects as of the date of the Business Combination Agreement and the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), provided that this condition will be deemed satisfied if there is no GreenLight Material Adverse Effect that is continuing; |
• | the other representations and warranties of GreenLight being true and correct (without giving effect to any limitation as to “materiality” or “GreenLight Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the date of the Business Combination Agreement and the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a GreenLight Material Adverse Effect; |
• | GreenLight having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | since the date of the Business Combination Agreement, no GreenLight Material Adverse Effect has occurred that is continuing; |
• | GreenLight having secured the requisite written consent and approval of note holders necessary to cause the promissory notes issued pursuant to that certain Convertible Note Purchase Agreement, dated as of April 9, 2020 by and between a subsidiary of GreenLight and the other parties thereto, as amended to date, to convert concurrently with (or immediately prior to) the Closing into shares of GreenLight Series D Preferred Stock; |
• | ENVI must have received a certificate executed by an authorized officer of GreenLight confirming that the conditions set forth in the first five bullet points in this section have been satisfied. |
• | ENVI must have received the Investor Rights Agreement, duly executed by certain stockholders of GreenLight. |
• | the representations and warranties regarding the organization and qualification of the ENVI Parties, the authority of each ENVI Party to execute and deliver the Business Combination Agreement and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, certain representations and warranties regarding the capitalization of the ENVI Parties, the absence of change in control payments and ENVI brokers’ fees being true and correct (without giving effect to any limitation of “materiality” or “ENVI Material Adverse Effect” (as defined below) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | certain other representations and warranties regarding the absence of an ENVI Material Adverse Effect since December 31, 2020 being true and correct in all respects, as of the date of the Business Combination Agreement and the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), provided that this condition will be deemed satisfied if there is no ENVI Material Adverse Effect that is continuing; |
• | the other representations and warranties of the ENVI Parties being true and correct (without giving effect to any limitation of “materiality” or “ENVI Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the date of the Business Combination Agreement and the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an ENVI Material Adverse Effect; |
• | the ENVI Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing; |
• | since the date of the Business Combination Agreement, no ENVI Material Adverse Effect has occurred that is continuing; |
• | the Aggregate Transaction Proceeds being equal to or greater than $105,000,000; |
• | the New GreenLight Board consisting of the number of directors, and comprising the individuals, determined pursuant to Section 5.18(a)(i) and (ii) of the Business Combination Agreement; |
• | (i) the Proposed Charter having been filed with the Secretary of State of the State of Delaware and becoming effective or providing that the Proposed Certificate of Incorporation will become effective no later than the Effective Time and (ii) the Proposed Bylaws having become effective or providing that the Proposed Bylaws will become effective no later than the Effective Time; |
• | the initial stockholders having complied in all material respects with their respective covenants and agreements to be performed or complied with by them under the Sponsor Letter Agreement at or prior to Closing; |
• | ENVI must maintain its Nasdaq listing in good standing; |
• | GreenLight must have received a certificate executed by an authorized officer of ENVI confirming that the conditions set forth in the first five bullet points of this section have been satisfied; and |
• | GreenLight must have received the Investor Rights Agreement, duly executed by ENVI and the initial stockholders. |
• | subject to certain exceptions or as consented to in writing by ENVI (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, GreenLight will and will cause its subsidiaries to, use commercially reasonable efforts to operate the business of GreenLight and its subsidiaries in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of GreenLight and its subsidiaries, taken as a whole. |
• | subject to certain exceptions, prior to the Closing, GreenLight will and will cause its subsidiaries to, except as expressly contemplated in the Business Combination Agreement or the ancillary documents, as required by applicable law, as set forth on Section 5.1(b) of the GreenLight disclosure schedules or as consented to by ENVI (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, fourth, twelfth, fifteenth and sixteenth sub-bullets below), not do any of the following: |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, any equity securities of GreenLight and its subsidiaries or repurchase or redeem any outstanding equity securities of GreenLight and its subsidiaries, other than dividends or distributions, declared, set aside or paid by any of GreenLight’s subsidiaries to GreenLight or any subsidiary that is, directly or indirectly, wholly owned by GreenLight; |
• | merge, consolidate, combine or amalgamate GreenLight or any of its subsidiaries with any person or purchase or otherwise acquire any corporation, partnership, association or other business entity or organization or division thereof; |
• | adopt any amendments, supplements, restatements or modifications to GreenLight or its subsidiaries’ governing documents or the GreenLight stockholders agreement; |
• | subject to certain exceptions, sell, assign, exclusively license or otherwise dispose of any material assets or properties of GreenLight or its subsidiaries; |
• | subject any material assets or properties of GreenLight to any lien (other than any permitted liens); |
• | transfer, issue, sell, grant, or otherwise dispose of, or subject to a lien, (i) any equity interests of GreenLight or its subsidiaries or (ii) any options warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating GreenLight or its subsidiaries to issue, deliver or sell any equity securities of GreenLight or its subsidiaries, other than, in each case, (x) the issuance of |
shares of common stock of GreenLight upon the exercise of any options outstanding in accordance with the terms of the GreenLight 2012 Equity Plan and each other plan that provides for the award to any current or former director, manager, officer, employee, individual, independent contractor or other service provider of GreenLight and the underlying grant, award or similar agreement, (y) the issuance of shares of GreenLight Series A Preferred Stock or GreenLight Series D Preferred Stock upon the exercise of any warrants outstanding in accordance with the terms of the applicable agreement governing the terms of such warrants and (z) the issuance of shares of common stock of GreenLight upon conversion of shares of preferred stock of GreenLight in accordance with the governing documents of GreenLight; |
• | incur, create or assume any indebtedness other than ordinary course trade payables or guarantee any liability of any person; |
• | amend or modify, in either case in a manner materially adverse to GreenLight, or terminate certain material contracts of GreenLight, waive any material benefit or right under any such material contracts or enter into, amend or modify any contract that would have been a certain type of material contract had such contract been entered into, amended or modified prior to the date of the Business Combination Agreement; |
• | subject to certain exceptions, make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person; |
• | subject to certain exceptions, amend or modify in any material respect, or adopt or enter into any collective bargaining agreement, benefit or compensation plan, policy, program or contract that would have been an employee benefit plan had such plan been entered into as of the date of the Business Combination Agreement or materially increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or other service provider or take any action to accelerate any payments or benefit payable to any such person; |
• | waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider; |
• | make, change or revoke any material tax election other than in the ordinary course of business consistent with past practice, change any annual tax accounting period, surrender any right to claim a material tax refund, materially amend any filed material tax return, file any material tax return inconsistent with past practice in any material respect, enter into any tax allocation, tax sharing, tax indemnity or similar agreement (other than one that is in a contract entered into in the ordinary course of business that is not primarily related to taxes), enter into any tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension of waiver that is obtained in the ordinary course of business; |
• | enter into any settlements, conciliation or similar contracts which would involve the payment by GreenLight or any of its subsidiaries in excess of a certain threshold or that impose any material non-monetary obligations on GreenLight or any of its subsidiaries; |
• | subject to certain exceptions, authorize, recommend, propose or announce an intention to adopt a plan, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction; |
• | make any material changes to the methods of accounting of GreenLight or any of its subsidiaries, other changes that are made in accordance with Public Company Accounting Oversight Board standard; |
• | enter into any contract with any broker, finder, investment banker or other person providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or ancillary documents; |
• | make any change of control payment that is not disclosed to ENVI on the GreenLight disclosure schedules or make any material payments with respect to a GreenLight affiliated party arrangement that is not disclosed to ENVI on the GreenLight disclosure schedules; or |
• | enter into any contract to do, or cause to be taken, any of the above actions prohibited under the Business Combination Agreement. |
• | GreenLight shall terminate certain affiliate contracts as set forth on the GreenLight disclosure schedules effective as of the Closing. |
• | as promptly as reasonably practicable (and in any event within five (5) business days) following the time at which this registration statement of which this proxy statement/prospectus forms a part, is declared effective under the Securities Act, GreenLight is required to obtain and deliver to ENVI a true and correct copy of a written consent of the GreenLight stockholders adopting and approving the Business Combination Agreement and the transactions contemplated thereby (including the Merger), duly executed by (i) the requisite number of stockholders of GreenLight in accordance with the DGCL and (ii) at least that number of shares equal to the GreenLight Required Shareholder Approval (the “ GreenLight Stockholder Written Consent ”). |
• | at least two (2) business days prior to the Closing Date, GreenLight is required to deliver an allocation schedule setting forth certain capitalization information of GreenLight for purposes of allocating New GreenLight Common Stock, options to purchase New GreenLight Common Stock or the number of New GreenLight Common Stock subject to the Assumed Warrants, as applicable, among the GreenLight equityholders. |
• | subject to certain exceptions, prior to the Closing, each of ENVI and GreenLight will purchase a “tail” policy providing liability insurance coverage for directors and officers of ENVI and GreenLight, respectively, with respect to matters occurring on or prior to the Closing, with such “tail” policies to be maintained by New GreenLight following the Closing. |
• | subject to certain exceptions, prior to the Closing, ENVI will and will cause its subsidiaries to, except as expressly contemplated in the Business Combination Agreement or the ancillary documents, as required by applicable law, as set forth on Section 5.11 of the ENVI disclosure schedules or as consented to in writing by GreenLight (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, third, fourth, fifth, ninth, and eleventh sub-bullets below), not do any of the following: |
• | adopt any amendments, supplements, restatements or modifications to the ENVI trust agreement or the governing documents of any ENVI Party; |
• | create or form a subsidiary; |
• | acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person, or make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person; |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, any equity securities of ENVI and its subsidiaries or repurchase or redeem or otherwise acquire any outstanding equity securities of ENVI and its subsidiaries; |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving ENVI or its subsidiaries; |
• | split, combine or reclassify any ENVI’s or its subsidiaries capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of ENVI’s or its subsidiaries capital stock; |
• | incur, create or assume any indebtedness or guarantee liability of any person; |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, ENVI or any of its subsidiaries; |
• | issue any equity securities of ENVI or grant any additional options, warrants or stock appreciation rights with respect to its equity securities; |
• | subject to certain exceptions, amend, modify or renew any ENVI related party transaction or make any material payment to any ENVI related party or enter into any contract that would constitute an ENVI related party transaction; |
• | engage in any activities or business, or incur any liabilities, other than activities or business or liabilities (i) in connection with or incidental or related to Merger Sub’s organization, incorporation or formation, as applicable, or ENVI’s or its subsidiaries continuing corporate (or similar) existence, (ii) expressly permitted pursuant to or in accordance with Section 5.11 of the Business Combination Agreement (including those actions expressly contemplated by the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements thereunder or the consummation of the transactions contemplated thereby) or (iii) those that are administrative or ministerial in nature and less than $100,000 individually, or in the aggregate; |
• | enter into, or amend or modify any material term of (in a manner adverse to ENVI or its subsidiaries), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any contract of a type required to be listed on Section 4.9 of the ENVI disclosure schedules (or any contract, that if existing on the date hereof, would have been required to be listed on Section 4.9 of the ENVI disclosure schedules); |
• | adopt or amend any benefit plan, enter into any employment contract or collective bargaining agreement or hire any person as an employee of ENVI or Merger Sub; |
• | make, change or revoke any material tax election other than in the ordinary course of business consistent with past practice, change any annual tax accounting period, surrender any right to claim a material tax refund, materially amend any filed material tax return, file any material tax return inconsistent with past practice in any material respect, enter into any tax allocation, tax sharing, tax indemnity or similar agreement (other than one that is in a contract entered into in the ordinary course of business that is not primarily related to taxes), enter into any tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension of waiver that is obtained in the ordinary course of business; |
• | change the methods of accounting of ENVI or any of its subsidiaries in any material respect, other changes that are made in accordance with Public Company Accounting Oversight Board standard; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; |
• | enter into any contract with any broker, finder, investment banker or other person providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | make any change of control payment that is not disclosed to GreenLight on the ENVI disclosure schedules; |
• | amend, modify, alter, change or waive any of the terms, conditions and other provisions of any warrants, including any reduction, adjustment or other alteration of the warrant price; or |
• | enter into any contract to do, or cause to be taken, any of the above actions prohibited under the Business Combination Agreement. |
• | As promptly as reasonably practicable (and in any event within one business day) following the date of the Business Combination Agreement, ENVI, as the sole stockholder of Merger Sub, will approve and adopt the Business Combination Agreement, the ancillary documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger). |
• | As promptly as reasonably practicable following the effectiveness of this registration statement of which this proxy statement/prospectus forms a part, ENVI will, among other things, (i) duly give notice |
of and duly convene a meeting of its stockholders for purposes of obtaining the approval of the ENVI stockholders of the Condition Precedent Proposals and the Advisory Charter Amendment Proposals, (ii) cause the registration statement of which this proxy statement/prospectus forms a part to be mailed to the ENVI stockholders, use commercially reasonable efforts to solicit proxies from the holders of ENVI’s outstanding shares to vote in favor of the Condition Precedent Proposals, the Advisory Charter Amendment Proposals and the Adjournment Proposal, and (iii) provide ENVI stockholders with the opportunity to elect to effect an ENVI Stockholder redemption in accordance with the Existing Organizational Documents. |
• | the ENVI Board shall (i) unanimously approve and recommend to the ENVI Stockholders each of the Condition Precedent Proposals, and (ii) include such recommendation by the ENVI Board in this proxy statement/prospectus. |
• | none of the ENVI Board, ENVI or any committee of the ENVI Board shall, except as otherwise determined by the ENVI Board in good faith, based on written advice from outside counsel, that, in response to an ENVI Intervening Event (as defined in the Business Combination Agreement), a failure to change, withdraw, withhold, qualify, amend or modify its recommendation would violate the ENVI Board’s fiduciary duties under applicable Law, effect an ENVI Change in Recommendation (as defined in the Business Combination Agreement). |
• | ENVI shall use its commercially reasonable efforts to cause: (i) New GreenLight’s initial listing application with Nasdaq to have been approved; (ii) New GreenLight Common Stock issuable in accordance with the Business Combination Agreement, including the Merger, to be approved for listing on Nasdaq; and ENVI to satisfy all applicable initial and continuing listing requirements of Nasdaq. |
• | Prior to the special meeting of the ENVI stockholders, the ENVI Board will approve and adopt the New GreenLight Equity Plan with any changes or modifications thereto as GreenLight and ENVI may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either GreenLight or ENVI, as applicable), and ENVI will initially reserve 31,750,000 shares of New GreenLight Common Stock for grant thereunder plus such additional New GreenLight Common Stock as may become available for issuance under the terms and subject to the conditions of the New GreenLight Equity Plan. |
• | Prior to the special meeting of the ENVI stockholders, the ENVI Board will approve and adopt the New GreenLight ESPP with any changes or modifications thereto as GreenLight and ENVI may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either GreenLight or ENVI, as applicable), and ENVI will initially reserve 2,000,000 shares of New GreenLight Common Stock for grant thereunder plus such additional shares of New GreenLight Common Stock that may become available for issuance under the terms and subject to the conditions of the New GreenLight ESPP. |
• | Prior to the Effective Time, ENVI shall maintain the indemnification, exculpation and advancement of expenses provisions in favor of the current or former directors or officers of ENVI or its subsidiaries for a period of six years after the Closing Date and shall, subject to certain exceptions, prior to the Closing, obtain a “tail” policy providing liability insurance coverage for ENVI directors and officers with respect to matters occurring on or prior to the Closing. Prior to the earlier of the Closing or termination of the Business Combination Agreement in accordance with its terms, ENVI and its subsidiaries shall not, and shall cause its respective officers, and directors not to, and shall cause the Sponsor and its controlled affiliates not to, and shall use their commercially reasonable efforts to cause their other affiliates and representatives of ENVI and its subsidiaries, the Sponsor and their controlled affiliates not to, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes or could reasonably be expected to lead to, an ENVI Acquisition Proposal (as defined below); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, an ENVI Acquisition Proposal; (iii) enter into any contract |
or other arrangement or understanding regarding an ENVI Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with an offering of any securities of ENVI or its subsidiaries, other than such filings or submissions required or otherwise expressly contemplated by the Business Combination Agreement; or (v) otherwise cooperate in any way with, or assist or participate in, any negotiations of discussion with any person in connection with an ENVI Acquisition Proposal or a transaction of the type in clause (iv). An “ ENVI Acquisition Proposal ” is defined as (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions under which ENVI or any of its controlled Affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets, Equity Securities or businesses of any other Persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise), (b) any equity, debt or similar investment in ENVI or any of its controlled Affiliates or (c) any other “Business Combination” as defined in this proxy statement/prospectus. Notwithstanding the foregoing or anything to the contrary herein, none of the Business Combination Agreement, the ancillary documents or the transactions contemplated thereby shall constitute an ENVI Acquisition Proposal. ENVI shall use its commercially reasonable efforts to obtain the PIPE financing, enforce the obligations of the PIPE investors and satisfy and comply with all the conditions to each Subscription Agreement. |
• | Subject to certain exceptions, ENVI shall not amend, modify or waive any provision of any Subscription Agreement without prior written consent of GreenLight. |
• | ENVI shall also promptly notify GreenLight of any material breach or termination under any Subscription Agreement and shall deliver a Closing Notice (as defined in the Subscription Agreements) to the PIPE Investors promptly (and in any event within two (2) business days) following GreenLight’s reasonable request once all the conditions to closing the Business Combination have been satisfied. |
• | ENVI shall take all such actions as may be necessary or reasonably appropriate such that effective as of the Effective Time the ENVI Board shall consist of seven (7) board members as agreed to in Section 5.18 of the Business Combination Agreement described under the section titled “-Board of Directors.” |
• | Upon the satisfaction or waiver of the conditions to closing, ENVI shall deliver to the trustee all documents, certificates or other notices required to be delivered to the trustee and shall cause the trustee to (i) pay all amounts (if any) payable to the public stockholders of ENVI pursuant to the redemption, (ii) pay the deferred underwriting expenses as set forth in the Trust Agreement, (iii) deposit all remaining amounts to New GreenLight and (iv) terminate the trust account following the completion of the actions described in clauses (i) through (iii). |
• | At or prior to the Effective Time, the amended and restated bylaws of ENVI shall have become effective. |
• | using commercially reasonable efforts to consummate the Business Combination and the transactions contemplated thereby; |
• | notifying the other parties in writing promptly after learning of any event which would reasonably be expected to cause the closing conditions to the Business Combination Agreement to fail or any stockholder demands or other stockholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one |
another in connection therewith, including not settling any such proceedings without the consent of the other party; |
• | keeping certain information confidential in accordance with the existing non-disclosure agreements; |
• | making public announcements with the written consent of GreenLight and ENVI; |
• | providing each party reasonable access to the other party’s books, records and management; |
• | using commercially reasonable efforts to cause the Merger to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the Code or otherwise use commercially reasonable efforts to restructure the Merger to so qualify; |
• | cooperating in connection with certain tax matters and filings; and |
• | making any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated by the Business Combination Agreement promptly (and in any event within ten (10) Business Days) following the date the Business Combination Agreement. |
• | by the mutual written consent of ENVI and GreenLight; |
• | by ENVI, subject to certain exceptions, if any of the representations or warranties made by GreenLight are not true and correct or if GreenLight fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of ENVI, as described in the section titled “ -Conditions to Closing of the Business Combination”Termination Date ”) unless otherwise extended pursuant to the terms of the Business Combination Agreement; |
• | by GreenLight, subject to certain exceptions, if any of the representations or warranties made by the ENVI Parties are not true and correct or if any ENVI Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of GreenLight, as described in the section titled “ -Conditions to Closing of the Business Combination” |
• | by either ENVI or GreenLight, subject to certain exceptions, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date; |
• | by either ENVI or GreenLight, |
• | if any governmental entity of competent jurisdiction shall have issued an order or enacted or promulgated a law permanently enjoining or prohibiting the transactions contemplated by the Business Combination Agreement and, in the case of an order, such order shall have become final and nonappealable; |
• | if the approval of the Condition Precedent Proposals by ENVI stockholders is not obtained at the special meeting (including any adjournment thereof); and |
• | by ENVI, if GreenLight does not deliver, or cause to be delivered to ENVI, the GreenLight Stockholder Written Consent when required under the Business Combination Agreement. |
Assuming No Redemption |
Assuming 50% Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||
(percentages represent percentages of pro forma outstanding shares) |
||||||||||||||||||||||||
Public shares (a) |
20,700,000 | 14 | % | 10,512,411 | 8 | % | 324,821 | * | ||||||||||||||||
Founder shares |
5,175,000 | 4 | % | 5,175,000 | 4 | % | 5,175,000 | 4 | % | |||||||||||||||
GreenLight stockholders (b)(c) |
103,470,217 | 73 | % | 103,470,217 | 79 | % | 103,470,217 | 85 | % | |||||||||||||||
PIPE shares |
12,425,000 | 9 | % | 12,425,000 | 9 | % | 12,425,000 | 10 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pro forma common stock outstanding as of September 30, 2021 (d) |
141,770,217 | 100 | % | 131,582,628 | 100 | % | 121,395,038 | 100 | % | |||||||||||||||
Potential sources of dilution |
||||||||||||||||||||||||
Public Warrants |
10,350,000 | 7 | % | 10,350,000 | 8 | % | 10,350,000 | 9 | % | |||||||||||||||
Private Placement Warrants |
2,000,000 | 1 | % | 1,500,000 | 1 | % | 1,500,000 | 1 | % | |||||||||||||||
Insider Warrants |
750,000 | * | 600,000 | * | 600,000 | * | ||||||||||||||||||
Rollover Options |
17,555,928 | 12 | % | 17,555,928 | 13 | % | 17,555,928 | 14 | % |
* | Less than 1% |
(a) | Amount includes 1,000,000 shares of ENVI Class A Common Stock held by HB Strategies, a founder, all of which shares carry the same redemption rights as other shares of ENVI Class A Common Stock. The 50% Redemption Scenario and the Maximum Redemption Scenario assume that HB Strategies will redeem 50% and 100%, respectively, of its shares of ENVI Class A Common Stock. Amount excludes 13,100,000 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 2,000,000 private placement warrants and 750,000 Insider Warrants. Additionally, under each of the 50% Redemption Scenario and the a Maximum Redemption Scenario, an aggregate of 650,000 Warrants |
comprised of 500,000 private placement warrants owned by HB Strategies and 150,000 Insider Warrants owned by the Sponsor will be forfeited pursuant to the Sponsor Letter Agreement. |
(b) | In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight Options (whether vested or unvested) will be exchanged for comparable options to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. The number of shares of New GreenLight Common Stock issued to the holders of shares of capital stock of GreenLight at Closing will fluctuate based on the number of shares underlying GreenLight Options and GreenLight Warrants, whether vested or unvested (and the exercise prices of such options and warrants), outstanding at Closing. |
(c) | Amount includes 6,583,549 shares issuable upon conversion of the GreenLight Convertible Notes and 872,667 shares underlying GreenLight Warrants that are assumed to be exercised immediately prior to the consummation of the Business Combination and excludes 17,555,928 shares underlying Rollover Options to be issued to holders of GreenLight Options, assuming such GreenLight Options remain unexercised as of the Closing. |
(d) | Amount excludes 31,750,000 shares (which amount includes shares underlying Rollover Options) and 2,000,000 shares of New GreenLight Common Stock that are expected to be available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP, respectively, after the consummation of the Business Combination, assuming approval of the Condition Precedent Proposals. |
• | Synthetic biology and biomanufacturing platform with flexible technology |
• | Leadership in RNA-based product developmentRNA-based synthetic biology. GreenLight has consulted with well-established companies, industry experts, academic institutions and research organizations to inform its product development plans and address its target customer needs. The ENVI Board believes that GreenLight’s novel synthetic biology platform has the potential to allow GreenLight to develop a broad set of RNA-based products for numerous applications across large addressable markets. The ENVI Board believes that GreenLight is well positioned to continue to innovate through its platform, with an ongoing strong commitment to research and development and pursuit of new collaborations to complement existing collaborations. |
• | Near-term adoption of GreenLight’s products RNA-based biological products continue to mature, the GreenLight platform can transfer well into the clinical setting which should drive collaborations along with milestone and royalty revenue. The ENVI Board believes that GreenLight’s mission to positively impact certain populations with limited or at-risk access to quality food and healthcare will result in meaningful opportunities in the future to scale revenues and deliver profitable financial results. |
• | Experienced, diverse, mission-driven and multidisciplinary management team |
• | Efficient biomanufacturing processes |
• | Development and commercialization platform that could enable the discovery of additional products |
• | Results of due diligence and attractive valuation Certain Company Projected Financial Information. |
• | Strong alignment with Sustainability and ESG focus. |
• | Continued participation by leading private investors and a strong balance sheet . |
• | Fairness opinion of Duff & Phelps. |
• | Benefits Not Achieved |
• | Liquidation of ENVI |
• | Exclusivity |
• | Stockholder vote |
• | Post -Business Combination corporate governance; terms of the Investor Rights Agreement“—The Business Combination Agreement”, “—Related Agreements — Investor Rights Agreement “ Advisory Charter Amendment Proposals |
• | Closing conditions |
• | Litigation |
• | Fees and expenses |
• | Other risks Risk Factors |
• | reviewed ENVI’s audited balance sheet as of January 19, 2021 included in ENVI’s Form 8-K filed with the SEC on January 25, 2021, ENVI’s audited balance sheet as of December 31, 2020 and the related statements of operations, changes in stockholder’s equity and cash flows for the period from July 2, |
2020 (inception) through December 31, 2020 included in ENVI’s Form 10-K filed with the SEC on March 26, 2021, and ENVI’s unaudited interim financial statements as of and for the three months ended March 31, 2021 included in ENVI’s Form 10-Q filed with the SEC on May 24, 2021; |
• | reviewed audited financial statements of GreenLight as of and for the year ended December 31, 2019, unaudited financial information of GreenLight as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021 and the six months ended June 30, 2021, which GreenLight’s management identified as being the most current financial statements available; |
• | reviewed other internal documents relating to the history, current operations, and probable future outlook of GreenLight, including financial projections of GreenLight for the years ended December 31, 2021 through December 31, 2025, prepared by GreenLight and provided to us by the management of ENVI (the “ Financial Projections ”); |
• | reviewed a letter dated August 9, 2021 from the management of ENVI and GreenLight which made certain representations as to historical financial statements, the Financial Projections and the assumptions underlying the Financial Projections, for ENVI and GreenLight, respectively; |
• | reviewed industry reports that Duff & Phelps deemed relevant; |
• | reviewed the GreenLight PIPE Investor Deck, dated August 9, 2021; |
• | reviewed a draft of the Business Combination Agreement, by and among ENVI, Merger Sub, and GreenLight, dated August 8, 2021; |
• | discussed the information referred to above and the background and other elements of the Business Combination with the management of ENVI and with the management of GreenLight; |
• | discussed with ENVI management and GreenLight’s management team the plans and intentions with respect to the management and operation of ENVI following the completion of the Business Combination |
• | reviewed the historical trading price and trading volume of ENVI’s common stock, and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant; |
• | performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant and an analysis of selected transactions that Duff & Phelps deemed relevant, as further described below in this section titled “ The Business Combination Proposal—Opinion of Duff & Phelps, Financial Advisor to the ENVI Board |
• | conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate. |
• | relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including ENVI management, and did not independently verify such information; |
• | relied upon the fact that the ENVI Board and ENVI have been advised by counsel as to all legal matters with respect to the Business Combination, including whether all procedures required by law to be taken in connection with the Business Combination have been duly, validly and timely taken; |
• | assumed that any estimates, evaluations, forecasts and projections, including the Financial Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no opinion with respect to such estimates, evaluations, forecasts and projections or the underlying assumptions; |
• | assumed that information supplied by and representations made by ENVI management are substantially accurate regarding ENVI, GreenLight and the Business Combination; |
• | assumed that the representations and warranties made in the Business Combination Agreement are substantially accurate; |
• | assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed; |
• | assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of ENVI or GreenLight since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading; |
• | assumed that all of the conditions required to implement the Business Combination will be satisfied and that the Business Combination will be completed substantially in accordance with the Business Combination Agreement without any material amendments thereto or any material waivers of any terms or conditions thereof; |
• | assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Business Combination will be obtained without any adverse effect on ENVI, GreenLight, or the contemplated benefits expected to be derived in the Business Combination; |
• | assumed a value of $10.00 per share of ENVI Class A Common Stock and ENVI Class B Common Stock, with such $10.00 value being based on the sale price of the ENVI Units sold in ENVI’s initial public offering of ENVI Units and the approximate amount of cash contained in ENVI’s trust account per outstanding share of ENVI Class A Common Stock (excluding, for the avoidance of doubt, any dilutive impact of the shares of ENVI Class B Common Stock, any warrants of ENVI or any other securities); and |
• | assumed that ENVI Class A Common Stock and ENVI Class B Common Stock are identical in all respects. |
(i) | Revenue-Generating Human Health Biotechnology Companies. Duff & Phelps used this group of publicly traded companies to derive a range of revenue multiples to apply to GreenLight’s Human Health platform projected revenue in 2025. The resulting range of values was the first component of the Terminal Values in the DCF Analysis. |
(ii) | Synthetic Biotechnology Companies. Duff & Phelps used this group of publicly traded companies to derive a range of revenue multiples to apply to GreenLight’s Plant Health platform projected revenue in 2025. The resulting range of values was the second component of the Terminal Values in the DCF Analysis. |
(iii) | Pre-Revenue Human Health Biotechnology Companies. Duff & Phelps used this group of publicly traded companies to compare the multiples of enterprise value-to-projected |
(iv) | De-SPAC transactions involving companies with businesses involved in comparable aspects of biotechnology. Duff & Phelps also used this group of companies to compare the multiples of enterprise value-to-projected de-SPAC targets to similar multiples Duff & Phelps calculated for GreenLight. |
ENTERPRISE VALUE AS A MULTIPLE OF: | ||||||||||||||||||||||||
LTM Revenue |
2021 Revenue |
2022 Revenue |
2023 Revenue |
2024 Revenue |
2025 Revenue |
|||||||||||||||||||
Revenue Generating Human Health Biotechnology |
||||||||||||||||||||||||
Alnylam Pharmaceuticals, Inc. |
33.76x | 27.50x | 17.89x | 12.20x | 8.91x | 7.07x | ||||||||||||||||||
Arrowhead Pharmaceuticals, Inc. |
60.57x | 42.15x | 27.99x | 24.59x | 13.44x | NA | ||||||||||||||||||
BioNTech SE |
31.74x | 6.31x | 7.92x | 9.90x | 18.84x | 23.21x | ||||||||||||||||||
Dicerna Pharmaceuticals, Inc. |
9.89x | 7.94x | 10.65x | 11.43x | 9.35x | 6.28x | ||||||||||||||||||
Genmab A/S |
15.75x | 22.39x | 16.82x | 13.13x | 11.16x | 8.77x | ||||||||||||||||||
Ionis Pharmaceuticals, Inc. |
6.96x | 7.77x | 7.39x | 7.10x | 5.89x | 3.68x |
ENTERPRISE VALUE AS A MULTIPLE OF: | ||||||||||||||||||||||||
LTM Revenue |
2021 Revenue |
2022 Revenue |
2023 Revenue |
2024 Revenue |
2025 Revenue |
|||||||||||||||||||
Laboratorios Farmaceuticos Rovi, S.A. |
6.30x | 5.71x | 4.65x | 4.41x | 4.34x | 4.06x | ||||||||||||||||||
Lonza Group Ltd |
NM | 10.84x | 9.61x | 8.66x | 7.94x | 6.80x | ||||||||||||||||||
Maravai LifeSciences Holdings, Inc. |
NA | 9.28x | 8.93x | 8.59x | 7.32x | 6.76x | ||||||||||||||||||
Moderna, Inc. |
23.98x | 8.31x | 9.93x | 19.53x | 32.80x | 28.65x | ||||||||||||||||||
Myriad Genetics, Inc. |
NM | 4.16x | 4.23x | 4.06x | 3.61x | 3.40x | ||||||||||||||||||
NeoGenomics, Inc. |
11.86x | 11.56x | 9.93x | 8.58x | NA | NA | ||||||||||||||||||
Pharma Mar, S.A. |
5.49x | 5.26x | 4.74x | 3.64x | 4.41x | 3.80x | ||||||||||||||||||
PTC Therapeutics, Inc. |
NM | 4.75x | 3.45x | 2.74x | 2.21x | 2.26x | ||||||||||||||||||
Sarepta Therapeutics, Inc. |
9.78x | 8.90x | 7.50x | 6.08x | 4.38x | 3.78x | ||||||||||||||||||
Translate Bio, Inc. (1) |
11.11x | 17.30x | 17.58x | 16.58x | 25.00x | 21.91x | ||||||||||||||||||
Revenue-Generating Human Health Biotechnology Mean |
18.93x | 12.51x | 10.58x | 10.07x | 10.64x | 9.32x | ||||||||||||||||||
Revenue-Generating Human Health Biotechnology Median |
11.48x | 8.60x | 9.27x | 8.62x | 7.94x | 6.52x | ||||||||||||||||||
Synthetic Biotechnology |
||||||||||||||||||||||||
Amyris, Inc. |
13.63x | 11.86x | 11.53x | 8.46x | 6.78x | 5.35x | ||||||||||||||||||
Codexis, Inc. |
19.37x | 15.78x | 13.71x | 10.98x | 8.98x | 7.26x | ||||||||||||||||||
Twist Bioscience Corporation |
41.53x | 40.11x | 28.10x | 20.65x | 18.61x | NA | ||||||||||||||||||
Zymergen Inc. |
70.34x | 44.50x | 9.47x | 3.14x | 2.07x | 1.53x | ||||||||||||||||||
Synthetic Biotechnology Mean |
36.22x | 28.06x | 15.70x | 10.81x | 9.11x | 4.71x | ||||||||||||||||||
Synthetic Biotechnology Median |
30.45x | 27.95x | 12.62x | 9.72x | 7.88x | 5.35x | ||||||||||||||||||
Pre-Revenue Human Health Biotechnology |
||||||||||||||||||||||||
Aldeyra Therapeutics, Inc. |
NM | NM | NM | 6.00x | 2.77x | 1.49x | ||||||||||||||||||
Arcturus Therapeutics Holdings Inc. |
NM | 27.32x | 3.46x | 2.79x | 1.96x | 2.37x | ||||||||||||||||||
Clene Inc. |
NM | NM | NM | 30.38x | 5.13x | 2.63x | ||||||||||||||||||
CureVac N.V. |
NM | NM | 18.95x | 3.53x | 6.14x | 6.45x | ||||||||||||||||||
Evelo Biosciences, Inc. |
NM | NM | NM | NM | 38.29x | 5.84x | ||||||||||||||||||
IGM Biosciences, Inc. |
NM | NM | NM | NM | 24.22x | 7.75x | ||||||||||||||||||
Inhibrx, Inc. |
NM | NM | NM | NM | NM | 15.61x | ||||||||||||||||||
Krystal Biotech, Inc. |
NM | NM | 36.14x | 10.21x | 4.42x | 2.70x | ||||||||||||||||||
Mind Medicine (MindMed) Inc. |
NA | NM | NM | NM | NM | 34.39x | ||||||||||||||||||
Nautilus Biotechnology, Inc. |
NA | NM | NM | NM | 15.67x | 7.07x | ||||||||||||||||||
Precision BioSciences, Inc. |
12.60x | 10.54x | 16.95x | 15.70x | 3.24x | 1.29x | ||||||||||||||||||
Replimune Group, Inc. |
NM | NM | NM | 24.66x | 7.83x | 4.01x | ||||||||||||||||||
Seer, Inc. |
NA | NM | NM | NM | 25.03x | 14.12x | ||||||||||||||||||
Silence Therapeutics plc |
NM | 30.47x | 18.08x | 16.29x | NM | NA | ||||||||||||||||||
VBI Vaccines Inc. |
NM | NM | 45.53x | 9.69x | 3.98x | 2.06x | ||||||||||||||||||
Vera Therapeutics, Inc. |
NA | NM | NM | NM | NM | 24.94x | ||||||||||||||||||
Pre-Revenue Human Health Biotechnology Mean |
NM | NM | NM | 13.25x | 11.56x | 8.85x | ||||||||||||||||||
Pre-Revenue Human Health Biotechnology Median |
NM | NM | NM | 10.21x | 5.63x | 5.84x |
(1) | On August 3, 2021 Translate Bio, Inc. announced it will be acquired by Sanofi for $38 per share |
De-SPAC Current Value(1) |
||||||||||||||||||||
Benson Hill Biosystems, Inc. (Star Peak Corp II) |
10.48x | 8.27x | 5.30x | 3.82x | 2.37x | |||||||||||||||
Ginkgo Bioworks, Inc. (Soaring Eagle Acquisition Corp.) |
NM | NM | 44.52x | 24.17x | 13.81x | |||||||||||||||
Humacyte, Inc. (Alpha Healthcare Acquisition Corp.) |
NM | 16.28x | 6.61x | 4.03x | 3.07x | |||||||||||||||
Jasper Therapeutics, Inc. (Amplitude Healthcare Acquisition Corporation) |
NA | NA | NA | 20.44x | 3.94x | |||||||||||||||
Nuvation Bio Inc. (Panacea Acquisition Corp.) |
NA | NA | NA | NA | 23.84x | |||||||||||||||
Vincerx Pharma, Inc. (LifeSci Acquisition Corp.) |
NA | NA | 13.46x | 3.95x | NA | |||||||||||||||
Mean |
NM | NM | 17.47x | 11.28x | 9.41x | |||||||||||||||
Median |
NM | NM | 10.04x | 4.03x | 3.94x | |||||||||||||||
De-SPAC Transaction Value(2) |
||||||||||||||||||||
Benson Hill Biosystems, Inc. |
10.64x | 8.39x | 5.38x | 3.88x | 2.41x | |||||||||||||||
Ginkgo Bioworks, Inc. |
NM | NM | 44.47x | 24.15x | 13.80x | |||||||||||||||
Humacyte, Inc. |
NM | 16.32x | 6.63x | 4.04x | 3.07x | |||||||||||||||
Jasper Therapeutics, Inc. |
NA | NA | NA | 20.71x | 3.99x | |||||||||||||||
Nuvation Bio Inc. |
NA | NA | NA | NA | 31.30x | |||||||||||||||
Vincerx Pharma, Inc. |
NA | NA | 9.37x | 2.75x | NA | |||||||||||||||
Mean |
NM | NM | 16.46x | 11.11x | 10.91x | |||||||||||||||
Median |
NM | NM | 8.00x | 4.04x | 3.99x |
(1) | Enterprise Value calculated based on current price of SPAC Vehicle |
(2) | Enterprise Value calculated based on pro forma transaction value |
Source: | S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations |
REVENUE GROWTH | ||||||||||||||||||||||||||||
2021-2024 CAGR |
LTM | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||
Revenue Generating Human Health Biotechnology |
||||||||||||||||||||||||||||
Alnylam Pharmaceuticals, Inc. |
45.6 | % | 99.2 | % | 71.2 | % | 53.7 | % | 46.7 | % | 36.8 | % | 26.0 | % | ||||||||||||||
Arrowhead Pharmaceuticals, Inc. |
46.4 | % | -13.0 | % | 93.8 | % | 50.6 | % | 13.8 | % | 83.0 | % | NA | |||||||||||||||
BioNTech SE |
554.0 | % | 2172.7 | % | 2510.6 | % | -20.3 | % | -20.0 | % | -47.5 | % | -18.8 | % | ||||||||||||||
Dicerna Pharmaceuticals, Inc. |
-5.3 | % | 224.5 | % | 34.9 | % | -25.5 | % | -6.8 | % | 22.2 | % | 48.8 | % | ||||||||||||||
Genmab A/S |
26.1 | % | 90.6 | % | -24.9 | % | 33.1 | % | 28.2 | % | 17.6 | % | 27.3 | % | ||||||||||||||
Ionis Pharmaceuticals, Inc. |
9.6 | % | -26.9 | % | -15.5 | % | 5.2 | % | 4.1 | % | 20.4 | % | 60.4 | % | ||||||||||||||
Laboratorios Farmaceuticos Rovi, S.A. |
9.6 | % | 31.4 | % | 36.2 | % | 22.7 | % | 5.6 | % | 1.6 | % | 6.9 | % | ||||||||||||||
Lonza Group Ltd |
11.0 | % | NM | 14.4 | % | 12.8 | % | 11.0 | % | 9.1 | % | 16.8 | % | |||||||||||||||
Maravai LifeSciences Holdings, Inc. |
8.2 | % | NA | 151.5 | % | 4.0 | % | 4.0 | % | 17.2 | % | 8.3 | % | |||||||||||||||
Moderna, Inc. |
-36.7 | % | 6515.8 | % | 2421.9 | % | -16.4 | % | -49.1 | % | -40.5 | % | 14.5 | % | ||||||||||||||
Myriad Genetics, Inc. |
4.8 | % | NM | 15.4 | % | -1.7 | % | 4.2 | % | 12.3 | % | 6.2 | % | |||||||||||||||
NeoGenomics, Inc. |
NM | 20.8 | % | 12.8 | % | 16.4 | % | 15.8 | % | NA | NA | |||||||||||||||||
Pharma Mar, S.A. |
6.0 | % | -6.5 | % | -23.0 | % | 11.1 | % | 30.3 | % | -17.6 | % | 16.1 | % | ||||||||||||||
PTC Therapeutics, Inc. |
29.2 | % | NM | 28.6 | % | 37.8 | % | 25.8 | % | 24.3 | % | -2.5 | % | |||||||||||||||
Sarepta Therapeutics, Inc. |
26.7 | % | 33.3 | % | 22.0 | % | 18.8 | % | 23.4 | % | 38.7 | % | 16.0 | % | ||||||||||||||
Translate Bio, Inc. |
-11.5 | % | 761.4 | % | 4.1 | % | -1.6 | % | 6.0 | % | -33.7 | % | 14.1 | % | ||||||||||||||
Revenue Generating Human Health Biotechnology Mean |
48.2 | % | 825.3 | % | 334.6 | % | 12.5 | % | 8.9 | % | 9.6 | % | 17.1 | % | ||||||||||||||
Revenue Generating Human Health Biotechnology Median |
9.6 | % | 61.9 | % | 25.3 | % | 12.0 | % | 8.5 | % | 17.2 | % | 15.2 | % |
REVENUE GROWTH | ||||||||||||||||||||||||||||
2021-2024 CAGR |
LTM | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||
Synthetic Biotechnology |
||||||||||||||||||||||||||||
Amyris, Inc. |
140.5 | % | 154.9 | % | 127.9 | % | 2.8 | % | 36.3 | % | 24.7 | % | 26.7 | % | ||||||||||||||
Codexis, Inc. |
20.7 | % | 18.1 | % | 47.3 | % | 15.2 | % | 24.8 | % | 22.3 | % | 23.6 | % | ||||||||||||||
Twist Bioscience Corporation |
103.0 | % | 72.8 | % | 29.9 | % | 42.8 | % | 36.0 | % | 11.0 | % | NA | |||||||||||||||
Zymergen Inc. |
178.1 | % | 10.4 | % | 102.5 | % | 369.9 | % | 202.0 | % | 51.5 | % | 35.4 | % | ||||||||||||||
Synthetic Biotechnology Mean |
110.6 | % | 64.0 | % | 76.9 | % | 107.7 | % | 74.8 | % | 27.4 | % | 28.6 | % | ||||||||||||||
Synthetic Biotechnology Median |
121.8 | % | 45.4 | % | 74.9 | % | 29.0 | % | 36.2 | % | 23.5 | % | 26.7 | % | ||||||||||||||
Pre-Revenue Human Health Biotechnology |
||||||||||||||||||||||||||||
Aldeyra Therapeutics, Inc. |
NM | NM | NM | NM | NM | 116.4 | % | 86.2 | % | |||||||||||||||||||
Arcturus Therapeutics Holdings Inc. |
20.5 | % | -52.7 | % | 245.9 | % | 689.8 | % | 23.9 | % | 42.2 | % | -17.3 | % | ||||||||||||||
Clene Inc. |
-30.6 | % | 398.6 | % | 96.1 | % | -35.6 | % | 7232.3 | % | 492.8 | % | 94.9 | % | ||||||||||||||
CureVac N.V. |
202.5 | % | 74.4 | % | -1.2 | % | 796.9 | % | 436.9 | % | -42.5 | % | -4.8 | % | ||||||||||||||
Evelo Biosciences, Inc. |
NM | NM | NM | NM | NM | NM | 555.2 | % | ||||||||||||||||||||
IGM Biosciences, Inc. |
NM | NM | NM | NM | NM | NM | 212.6 | % | ||||||||||||||||||||
Inhibrx, Inc. |
63.0 | % | 132.0 | % | -76.7 | % | 0.0 | % | 36.7 | % | 217.1 | % | 384.6 | % | ||||||||||||||
Krystal Biotech, Inc. |
NM | NM | NM | NM | 253.8 | % | 130.9 | % | 63.9 | % | ||||||||||||||||||
Mind Medicine (MindMed) Inc. |
NM | NA | NM | NM | NM | NM | NM | |||||||||||||||||||||
Nautilus Biotechnology, Inc. |
NM | NA | NM | NM | 302.5 | % | 295.6 | % | 121.7 | % | ||||||||||||||||||
Precision BioSciences, Inc. |
48.2 | % | 41.5 | % | 65.5 | % | -37.8 | % | 8.0 | % | 384.9 | % | 151.6 | % | ||||||||||||||
Replimune Group, Inc. |
NM | NM | NM | NM | NM | 214.8 | % | 95.3 | % | |||||||||||||||||||
Seer, Inc. |
155.5 | % | NA | 491.2 | % | 265.2 | % | 128.6 | % | 99.7 | % | 77.3 | % | |||||||||||||||
Silence Therapeutics plc |
-21.8 | % | 2145.5 | % | 224.9 | % | 68.5 | % | 11.0 | % | -74.5 | % | NA | |||||||||||||||
VBI Vaccines Inc. |
327.8 | % | -50.3 | % | 107.4 | % | 583.9 | % | 369.9 | % | 143.5 | % | 92.9 | % | ||||||||||||||
Vera Therapeutics, Inc. |
NM | NA | NM | NM | NM | NM | NM | |||||||||||||||||||||
Pre-Revenue Human Health Biotechnology Mean |
95.6 | % | 384.1 | % | 144.1 | % | 291.4 | % | 880.4 | % | 168.4 | % | 147.2 | % | ||||||||||||||
Pre-Revenue Human Health Biotechnology Median |
55.6 | % | 74.4 | % | 101.7 | % | 166.9 | % | 191.2 | % | 137.2 | % | 94.9 | % | ||||||||||||||
De-SPAC Transactions |
||||||||||||||||||||||||||||
Benson Hill Biosystems, Inc. |
39.9 | % | NA | 24.5 | % | 26.8 | % | 55.9 | % | 38.6 | % | 61.2 | % | |||||||||||||||
Ginkgo Bioworks, Inc. |
61.2 | % | NA | 94.8 | % | 16.7 | % | 94.9 | % | 84.2 | % | 75.0 | % | |||||||||||||||
Humacyte, Inc. |
371.8 | % | NA | NM | 2500.0 | % | 146.2 | % | 64.1 | % | 31.4 | % | ||||||||||||||||
Jasper Therapeutics, Inc. |
NM | NA | NM | NM | NM | NM | 419.3 | % | ||||||||||||||||||||
Nuvation Bio Inc. |
NM | NA | NM | NM | NM | NM | NM | |||||||||||||||||||||
Vincerx Pharma, Inc. |
NM | NA | NM | NM | NM | 240.5 | % | NM | ||||||||||||||||||||
De-SPAC Transactions Mean |
157.6 | % | NM | NM | 847.8 | % | 99.0 | % | 106.8 | % | 146.7 | % | ||||||||||||||||
De-SPAC Transactions Median |
61.2 | % | NM | NM | 26.8 | % | 94.9 | % | 74.1 | % | 68.1 | % |
LTM | = Latest Twelve Months |
CAGR | = Compounded Annual Growth Rate |
($ in millions) |
2021E |
2022E |
2023E |
2024E |
2025E |
|||||||||||||||
Revenue |
$ | 2 | $ | 41 | $ | 186 | $ | 231 | $ | 849 | ||||||||||
EBITDA |
(114 | ) | (190 | ) | (11 | ) | (23 | ) | 235 | |||||||||||
Capital expenditures |
14 | 71 | 52 | 104 | 32 | |||||||||||||||
Working capital investment |
— | 69 | 64 | 61 | 51 |
• | Development of the revenue estimates for plant health relied on calculations of the total addressable market available to pesticide products controlling a given target pest or disease. In most instances, we calculated this by defining a relevant active ingredient market for the crop or crops where we intend to market our products and then making an assumption as to the percentage of that market that is spent on controlling the target pest or disease. The projections assumed that revenue build for our products would take between three and five years from launch, and penetration estimates were built by product given the effectiveness and safety profiles of current products in the market along with other factors. Estimated revenue at year five of each of our programs except Varroa mite ranged from 2% to 10% penetration of current markets with an average penetration rate of 6.5%. Our Varroa mite product was assumed to have higher penetration in the market at 35% in light of performance expectations compared to existing products available to beekeepers. |
• | Our programs for human health are all in the preclinical stages of development and, as such, we recognize that these programs may or may not ultimately result in revenues. We projected revenue only for our COVID-19 and influenza programs due to the expected commencement of clinical trials for those programs in 2022. A key assumption was that COVID-19 becomes and remains an endemic disease similar to influenza. The revenue forecast assumed that regulatory approval in countries outside the United States and Europe will be available through Emergency Use Authorization at the time of regulatory submission, which would provide an expedited regulatory review and marketing pathway. The revenue forecast also assumed that there will be a shortage of vaccines in Africa/Middle East, South East Asia, South Asia, Latin America, and China, and that, as a result, one or more companies in those regions will be seeking a partnership with a company like GreenLight. GreenLight plans to seek partnerships to make its COVID-19 vaccine available in each of these regions. Partnering financial terms reflected our understanding of general market terms in the mRNA industry and included assumptions relating to an upfront payment, clinical and commercial milestones, and royalties on net sales. In addition to partnering clinical stage assets, we will strive to establish research collaborations with pharmaceutical/biotechnology companies if our mRNA platform is validated in the clinic. |
• | Revenue in 2021 of $2 million was projected to include grant revenue from the Bill & Melinda Gates Foundation, which is to be used for the sole purpose of research for in vivo gene therapy for sickle cell disease and to explore new, low-cost capabilities for the in vivo functional cure of sickle cell and or durable suppression of HIV in developing countries. |
• | In 2022, the financial projections provided to ENVI included estimated revenue from plant health programs of $1 million generated from a future research and development collaboration with a strategic partner. The financial projections provided to ENVI also estimated that we would generate revenue of $40 million in 2022 from a future collaboration on our COVID-19 vaccine program with a single strategic partner. As noted above, because of developments in the COVID-19 market since June 30, 2021, we now expect to seek future collaborations on our COVID-19 vaccine program with multiple strategic partners and expect to generate revenue from our human health programs that may fall within the broader range of approximately $20 million to $60 million. This projected range of potential revenue assumed that in 2022 we will enter into one partnership for Africa/Middle East and another for COVID-19 vaccine distribution in one additional developing region, such as South Asia. All of these projections assumed that the commercial partner will bear the late-stage clinical and commercialization costs. Our projections for these arrangements were benchmarked against the 2020 CureVac-GSK transaction, which included an upfront payment of $30 million per target and milestones (development and commercial) of $170 million per target for worldwide rights to preclinical-stage assets. The projections assumed that we would receive lower revenue from partners because we plan to target transactions for underserved geographic territories instead of global partnering arrangements. In 2022, if we attain positive Phase 1 results for our COVID-19 vaccine, we also plan to seek multi-target research, development, and commercialization agreements, and the projections assumed that we will have one world-wide agreement and one regional agreement in place in 2022. The assumed terms of |
these projected agreements were also benchmarked against the 2020 CureVac-GSK transaction. We assumed lower amounts to reflect the fact that any such arrangement would be the first collaboration agreement signed by GreenLight and would involve only one target. |
• | In 2023, the financial projections provided to ENVI included estimated revenue from plant health programs of $5 million, which was expected to be generated from the commercial launch of our first plant health product addressing the Colorado potato beetle pest in the U.S. as well as research and development collaboration revenue. The financial projections provided to ENVI also estimated that we would generate human health revenue of $181 million from clinical milestone accomplishments on the COVID-19 program initiated in 2022. As noted above, because of developments in the COVID-19 market since June 30, 2021, we now expect to seek future collaborations with multiple strategic partners and expect to generate revenue from our human health programs that may fall within the broader range of approximately $160 million to $181 million. The financial projections also assumed that we would obtain partnerships for COVID-19 and multi-target partnerships in 2023, including COVID-19 partnerships in two additional developing country regions, such as Latin America and Southeast Asia, as well as a 2-target world-wide partnership agreement, which were estimated using the same benchmarks described above. In 2023, the financial projections assumed that we would establish a partnering agreement in China, with that agreement benchmarked against the 2021 Everest-Providence pre-clinical Asia COVID-19 transaction. The upfront payment was assumed to be lower because we assumed that the GreenLight agreement will not include Pakistan. Because we do not expect that the agreement would include initial profit-sharing similar to the Everest-Providence transaction, the projections assumed instead that development milestones would be paid. Also in 2023, if our Phase 1 clinical trial for our influenza vaccine generates positive results, we expect to seek a world-wide partnership for our influenza program. The assumed terms of this transaction were benchmarked against the 2018 Pfizer-BioNTech agreement for worldwide rights to a research-stage program, which included $120 million upfront in cash, equity, and near-term milestones. GreenLight’s estimated payments were assumed to be lower to reflect the fact that GreenLight’s platform is not expected to have as much clinical validation data as BioNTech and that GreenLight may be unable to find a partner with Pfizer’s extensive global commercial reach. We cannot assure you that any of the benchmark transactions for other companies are indicative of the actual terms, if any, that we will be able to achieve. |
• | The projections estimated that we will generate revenue of $19 million in 2024 from plant health products as we expand US sales of our product for the Colorado potato beetle pest, and assumed we will launch our product for the Varroa mite pest in that year. In human health, the projections estimated that we will generate revenue of $212 million from our COVID-19 program through additional milestone payments on assumed agreements and royalties on first commercial sales of COVID-19 vaccine sales in South Africa. |
• | The projections assumed that we will launch four additional plant health products against Botrytis, Diamondback Moth, Fusarium and Powdery Mildew in 2025, contributing to the plant health revenue estimate of $120 million in that year. |
• | The projections assumed that GreenLight will complete development of all programs in the pipeline and obtain all required regulatory approvals on time. The projections provided to ENVI did not factor in or otherwise consider the possibility that any of our product candidates will not successfully complete field or clinical trials on our projected timelines or at all because ENVI, a financially sophisticated business enterprise, was aware of the risks and uncertainties associated with early-stage product candidates and could conduct its own assessment of both the likelihood that these risks and uncertainties might lead to unanticipated delays in, or failure to obtain, regulatory approval for our product candidates and any resulting impact on our projected financial information. There is no guarantee that we will successfully receive timely regulatory approval for any of our products according to our projected timelines, or at all. If we fail to achieve approval or if we encounter |
significant delays in approval for any of these applications, our ability to achieve our prospective financial information set forth above could be materially and adversely affected. |
• | The projections assumed that GreenLight will be able to build sufficient manufacturing capacity to support anticipated commercial product demand. |
• | The projections assumed that GreenLight will be able to obtain sufficient incremental funding, whether by debt, equity, strategic partners, or other sources, or a combination of these sources. |
• | the fact that our initial stockholders, and in the case of HB Strategies solely with respect to their founder shares, have agreed not to redeem any shares of ENVI Class A Common Stock held by them in connection with a stockholder vote to approve a proposed initial business combination, including all 5,175,000 shares of ENVI Class B Common Stock held by them as of the date of this proxy statement/prospectus; |
• | the fact that Canaccord, an affiliate of the Sponsor, will receive a fee of $7.8 million in connection with the closing of the proposed business combination; |
• | the fact that the initial stockholders paid an aggregate of $25,000 for the 5,175,000 shares of ENVI Class B Common Stock currently owned by them and such securities will have a significantly higher value at the time of the Business Combination and that, as a result of the lower price paid by our initial stockholders for their shares of ENVI Class B Common Stock, the initial stockholders may generate a profit on those shares even at prices that would generate a significant loss for the public stockholders on their shares of public common stock; |
• | the fact that HB Strategies paid $2,000,000 for its private placement warrants, and that ENVI issued the 750,000 Insider Warrants, and that these private placement warrants would be worthless if a business combination is not consummated by July 19, 2022 (or by January 19, 2023 if we, by resolution of our board, extend the period of time by an additional six months); |
• | the fact that the initial stockholders and ENVI’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any common stock (other than public common stock) held by them if ENVI fails to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend); |
• | the fact that the Investor Rights Agreement has been entered into by the initial stockholders; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor, HB Strategies or any of their affiliates to ENVI in an aggregate amount of up to $1,500,000 may be converted into ENVI Units in connection with the consummation of the Business Combination; |
• | the fact that HB Strategies has made a $500,000 working capital loan to ENVI; |
• | the continued indemnification of ENVI’s directors and officers and the continuation of ENVI’s directors’ and officers’ liability insurance after the Business Combination ( i.e. |
• | the fact that the Sponsor and ENVI’s officers and directors will lose their entire investment in ENVI and will not be reimbursed for any out-of-pocket |
• | the fact that if the trust account is liquidated, including in the event ENVI is unable to complete an initial business combination by July 19, 2022 (or by January 19, 2023 if we elect to extend), the Sponsor has agreed to indemnify ENVI to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which ENVI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ENVI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and |
• | the fact that ENVI may be entitled to distribute or pay over funds held by ENVI outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
• | the fact that certain of GreenLight’s directors are expected to become directors of New GreenLight upon the Closing and will receive compensation under New GreenLight’s director compensation practices described in the section titled “ GreenLight Director Compensation |
• | the fact that each of GreenLight’s executive officers are expected to become executive officers of New GreenLight upon the Closing, serving in the same position they are currently serving with GreenLight, in each case on substantially the terms described in the sections entitled “ GreenLight Executive Compensation GreenLight Director Compensation |
• | the substantial number of shares of New GreenLight to be issued to GreenLight’s directors, executive officers and/or their affiliated entities, as set forth in the section titled “ Beneficial Ownership of Securities, GreenLight Executive Compensation GreenLight Director Compensation |
• | the fact that the Investor Rights Agreement has been entered into by certain of GreenLight’s directors or their affiliated entities, as set forth in the section titled “ Certain Relationships and Related Person Transactions |
• | the fact that certain of GreenLight’s directors or their affiliated entities have entered into subscription agreements for the PIPE Financing, as set forth in the section titled “ Certain Relationships and Related Person Transactions |
• | the continued indemnification of GreenLight’s directors and officers, as set forth in the section titled “ Certain Relationships and Related Person Transactions i.e. |
1. | The objectives the board of directors has established to promote such public benefit or public benefits and interests; |
2. | The standards the board of directors has adopted to measure the corporation’s progress in promoting such public benefit or public benefits and interests; |
3. | Objective factual information based on those standards regarding the corporation’s success in meeting the objectives for promoting such public benefit or public benefits and interests; and |
4. | An assessment of the corporation’s success in meeting the objectives and promoting such public benefit or public benefits and interests. |
Provision |
Traditional Delaware Corporations |
Delaware PBCs | ||
General |
Subject in all respects to the provisions of the DGCL. | Same as a traditional Delaware corporation, except to the extent subchapter XV imposes additional or different requirements, in which case such requirements shall apply. | ||
Purpose |
Usually incorporated as a for-profit corporation that may engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL. |
Same as a traditional Delaware corporation; in addition, a Delaware PBC is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. Accordingly, a Delaware PBC shall: identify within its statement of business or purpose one or more specific “public benefits,” i.e., a positive effect (or reduction of negative effects) on one or more categories of persons, entities, communities or interests (other than stockholders in their capacities as stockholders), to be promoted by the corporation; and state within its heading that it is a PBC. | ||
Name |
Must include in its name one of the following words: “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited,” (or abbreviations thereof, with or without punctuation), or words (or abbreviations thereof, with or without punctuation) of like import of foreign countries or jurisdictions (provided they are written in roman characters or letters). | Must state within its heading that it is a public benefit corporation and may also include in its name the identifier of “PBC” or “public benefit corporation”. Additionally, such identifier must also appear on the company’s stock certificate. |
Provision |
Traditional Delaware Corporations |
Delaware PBCs | ||
Duties of Directors |
Manage in the best interests of the corporation and its stockholders. | Manage in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in its certificate of incorporation. | ||
Director Liability for Public Benefit Purpose |
Not applicable. | A director of a PBC shall not, by virtue of the public benefit provisions of the DGCL, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the certificate of incorporation or on account of any interest materially affected by the corporation’s conduct and, with respect to a decision implicating the balance requirement described in “Duties of Directors” above, will be deemed to satisfy such director’s fiduciary duties to stockholders and the corporation if such director’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve. | ||
Conflicts of Interest for Public Benefit Duties of Directors |
Not applicable. | A director’s ownership of or other interest in the stock of the PBC shall not alone create a conflict of interest on the part of the director with respect to the director’s decision implicating the balancing requirement described in “Duties of Directors” above, except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a PBC. In the absence of a conflict of interest, no failure to satisfy that balancing requirement shall, for the purposes of §102(b)(7) or §145 of the DGCL, constitute an act or omission not in good faith, or a breach of the duty of loyalty, unless the certificate of incorporation so provides. |
Provision |
Traditional Delaware Corporations |
Delaware PBCs | ||
Suits to Enforce Public Benefit Duties of Directors |
Not applicable. | Any action to enforce the balancing requirement described in “Duties of Directors” above, including any individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individually or collectively, as of the date of instituting such action, at least 2% of the corporation’s outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. The provisions of subchapter XV do not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including §327 of the DGCL and any rules of the court in which the action is filed. | ||
Public Benefit Notices |
Not applicable. | A PBC shall include in every notice of a meeting of stockholders a statement to the effect that it is a PBC formed pursuant to subchapter XV. | ||
Biennial PBC Reporting |
Not applicable. | A PBC shall no less than biennially provide its stockholders with a statement as to the corporation’s promotion of the public benefit or public benefits identified in the certificate of incorporation and of the best interests of those materially affected by the corporation’s conduct. The statement shall include items specified in subchapter XV. | ||
Common law fiduciary duties in transactions for corporate control |
In the context of certain transactions implicating a sale of control of a company, Delaware common law may impose on directors of a traditional corporation a duty to maximize short-term stockholder value (the “ Revlon Rule ”) |
In response to all sale transactions, the directors of a PBC are required to adhere to the balancing requirement described in “Duties of Directors” above. Additionally, the directors of a PBC are not subject to the constraints of the Revlon Rule. |
• | change the name of ENVI to “GreenLight Biosciences, Inc.” (or, if the Public Benefit Corporation Proposal is also approved, ENVI will instead change its name to “GreenLight Biosciences, PBC”.); |
• | remove the provisions of the Existing Charter relating to ENVI’s status as a special purpose acquisition company that will no longer be relevant following the Closing, including provisions relating to the trust account and the redemption rights of the holders of ENVI Class A Common Stock (which removal shall not affect any such redemption rights that shall have been exercised in accordance with the procedures described in this proxy statement/prospectus); |
• | remove the provisions of the Existing Charter relating to the ENVI Class B Common Stock that will no longer be relevant following the Closing, including the right of the holders of ENVI Class B Common Stock to appoint directors and to act by written consent, because no shares of ENVI Class B Common Stock will remain outstanding after the Closing; |
• | remove the “Class A” designation from the remaining shares of New GreenLight Common Stock and increase the number of shares of New GreenLight Common Stock that New GreenLight is authorized to issue from 120,000,000 shares to 500,000,000 shares; |
• | increase the number of undesignated shares of New GreenLight Preferred Stock that New GreenLight is authorized to issue from 1,000,000 shares to 10,000,000 shares; |
• | require the vote of at least 75% of the voting power of the then-outstanding shares of capital stock of New GreenLight, rather than a simple majority, to adopt, amend or repeal certain provisions of the Proposed Charter, including (a) to reduce the number of authorized shares of preferred stock, (b) Section 4.2 relating to the authorization and designation of new classes of preferred stock of New GreenLight (c) Article V, which relates to the number, powers and term of the New GreenLight Board and the removal of directors, (d) Article VI, which relates to the amendment, alteration, repeal or adoption of the Proposed Bylaws, (e) Article VII, which relates to the calling of meetings of stockholders, notice requirements for stockholder proposals and director nominations, and the prohibition on actions by written consent by stockholders, and (f) Article X, which relates to exclusive forum provisions for certain lawsuits; and |
• | require that special meetings of stockholders may only be called by a resolution of the New GreenLight Board and not merely by certain individuals, subject to any special rights of the holders of preferred stock. |
Existing Charter |
Proposed Charter | |||
Authorized Shares Advisory Charter Amendment Proposal A |
The Existing Charter authorizes the issuance of 121,000,000 shares, par value $0.0001 per share, consisting of 120,000,000 shares of common stock, including 100,000,000 shares of ENVI Class A Common Stock and 20,000,000 shares of ENVI Class B Common Stock, and 1,000,000 shares of undesignated preferred stock. | The Proposed Charter authorizes the issuance of 510,000,000 shares, par value $0.0001 per share, consisting of 500,000,000 shares of New GreenLight Common Stock and 10,000,000 shares of undesignated New GreenLight Preferred Stock. | ||
See Section 4.1 of the Existing Charter. |
See Section 4.1 of the Proposed Charter. | |||
Required Vote to Amend or Repeal Certain Provisions of the Charter Advisory Charter Amendment Proposal B |
The Existing Charter does not modify the requirements of the Delaware General Corporation Law to amend the Existing Charter, other than certain provisions relating to the rights of the holders of ENVI Class B Common Stock that will cease to apply at the Effective Time. Under the Delaware General Corporation Law, amendments to the Existing Charter generally require the affirmative vote of a majority of the outstanding stock entitled to | The Proposed Charter provides that, in addition to any vote required by applicable law or the certificate of incorporation or bylaws of New GreenLight, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, will be required for the stockholders to reduce the total |
Existing Charter |
Proposed Charter | |||
vote thereon (and, if applicable, the affirmative vote of a majority of the outstanding stock of each class entitled to vote thereon as a class). | number of shares of New GreenLight Preferred Stock authorized to be issued by New GreenLight or to amend, alter, change or repeal, or adopt any provision of the Proposed Charter inconsistent with, specified provisions of the Proposed Charter. | |||
See Section 242 of the Delaware General Corporation Law. |
See Article IX, Section 9.2 of the Proposed Charter. | |||
Required Vote to Amend or Repeal Bylaws Advisory Charter Amendment Proposal C |
The Existing Charter provides that provisions of the bylaws may be adopted, amended, altered or repealed with the approval of a majority of the ENVI Board or by the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of ENVI entitled to vote generally in the election of directors, voting together as a single class. | The Proposed Charter provides that provisions of the bylaws may be adopted, amended, altered or repealed with the approval of a majority of the New GreenLight Board or by the affirmative vote of the holders of at least 75% of the voting power of the then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, provided that the voting requirement is reduced to a majority if the New GreenLight Board recommends that stockholders approve the adoption, amendment, alteration or repeal. | ||
See Article VI of the Existing Charter. |
See Article IX, Sections 6.1 and 9.2 of the Proposed Charter. |
• | The New GreenLight Equity Plan will continue until terminated by the New GreenLight Board or New GreenLight’s compensation committee. |
• | The New GreenLight Equity Plan provides for the grant of stock options, both incentive stock options and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, dividend equivalent rights, and cash awards. |
• | A number of shares of New GreenLight Common Stock will be authorized for issuance pursuant to awards under the New GreenLight Equity Plan equal to 31,750,000 shares of New GreenLight Common Stock. |
• | The New GreenLight Equity Plan provides for an automatic share reserve increase feature, whereby the share reserve will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to 4% of the total number of shares of New GreenLight Common Stock outstanding on the last day of the immediately preceding fiscal year, or a lesser number of shares as determined by the administrator. The automatic share reserve feature will cease immediately after the increase on the first day of the 2031 fiscal year. |
• | The New GreenLight Equity Plan will be administered by the New GreenLight Board or, if designated by the New GreenLight Board, the compensation committee of the New GreenLight Board. |
• | Eric O’Brien |
• |
• | Matthew Walker |
• |
• | Andrey Zarur |
• | Charles Cooney |
• | Ganesh Kishore |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | individual retirement or other tax-deferred accounts; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding GreenLight Capital Stock or ENVI Class A Common Stock as part of a “straddle,” constructive sale, hedge, conversion or other integrated transaction or similar transaction; |
• | holders of ENVI Class A Common Stock that own (actually or constructively) any GreenLight Capital Stock; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; |
• | controlled foreign corporations; |
• | a person required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement; |
• | the Sponsor and persons related to the Sponsor; |
• | passive foreign investment companies; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a corporation (or other entity taxable as a corporation) that is not organized in or under the laws of the United States, any state thereof or the District of Columbia; or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held ENVI Class A Common Stock, and, in the case where shares of ENVI Class A Common Stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of ENVI Class A Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of ENVI Class A Common Stock. There can be no assurance that ENVI Class A Common Stock will be treated as regularly traded on an established securities market for this purpose. |
• | the subsidiary of ENVI will merge with and into GreenLight, with GreenLight being the surviving company in the Merger and, after giving effect to such merger, GreenLight will be a wholly owned subsidiary of New GreenLight. |
• | each issued and outstanding share of capital stock of GreenLight will be converted into a number of shares of New GreenLight Common Stock equal to the product of (x) the conversion ratio applicable to such share multiplied by (y) the quotient obtained by dividing (a) 120,000,000, by (b) the number of “Fully-Diluted Shares” as defined in the Business Combination Agreement (such ratio, the “ Exchange Ratio ”); |
• | each GreenLight Option will be converted into an option to purchase a number of shares of New GreenLight Common Stock in accordance with the terms and subject to the conditions of the Business Combination Agreement; |
• | each GreenLight Warrant, to the extent outstanding and unexercised, will be converted into a warrant to acquire shares of New GreenLight Common Stock in accordance with the terms and subject to the conditions of the Business Combination Agreement; and |
• | each share of ENVI Class A Common Stock and ENVI Class B Common Stock that is issued and outstanding immediately prior to the Merger shall become one share of New GreenLight Common Stock; |
• | immediately prior to the consummation of the Merger, ENVI will issue and sell 12,425,000 shares of ENVI Class A Common Stock for a purchase price of $10.00 per share and aggregate gross proceeds of $124.3 million in the PIPE Financing pursuant to the Subscription Agreements; |
• | immediately prior to the consummation of the Merger, the GreenLight Convertible Notes will convert into GreenLight Series D Preferred Stock equal to the quotient of (a) the face value of the note plus all accrued but unpaid interest thereon divided by (b) the price of GreenLight Series D Preferred Stock; |
• | it is assumed that, immediately prior to the consummation of the Merger, GreenLight Warrants that are issued and outstanding prior to the Closing Date will be exercised in full on a cash basis. As all of the GreenLight Warrants have exercise prices substantially below the value of the estimated per share consideration to be paid in the Merger, it is deemed probable that all outstanding GreenLight Warrants will be cash exercised and therefore, the unaudited pro forma condensed combined balance sheet and statement of operations include adjustments related to the cash exercise of all the GreenLight Warrants, |
and concurrently, the conversion of the GreenLight Preferred Stock and GreenLight Common Stock received on exercise directly into New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement; and |
• | immediately prior to the consummation of the Merger, the ENVI Related Party Loan will be repaid. |
• | GreenLight’s existing stockholders will have the greater voting interest in New GreenLight with an estimated 73% voting interest under a No Redemption scenario as of immediately following the Closing; |
• | by virtue of such estimated voting interest upon the Closing, GreenLight’s existing stockholders will have the ability to control decisions regarding the election and removal of directors and officers of New GreenLight following the Closing; |
• | the New GreenLight Board will consist of seven members, of which five will be appointed by GreenLight, one will be appointed by GreenLight and approved by ENVI and one will be appointed by ENVI; |
• | senior management of GreenLight will comprise the senior management of New GreenLight; and |
• | Operations of GreenLight will comprise the ongoing operations of New GreenLight. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical audited financial statements of ENVI as of December 31, 2020 and for the period from July 2, 2020 (inception) through December 31, 2020, and the related notes, which are included elsewhere in this proxy statement/ prospectus; |
• | the historical unaudited financial statements of ENVI as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical audited consolidated financial statements of GreenLight as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/ prospectus; |
• | the historical unaudited condensed consolidated financial statements of GreenLight as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/ prospectus; and |
• | other information relating to ENVI and GreenLight contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth in the section titled “ The Business Combination The Business Combination Agreement Risk Factors |
• | No Redemption |
• | Maximum Redemption |
Assuming No Redemption |
Assuming Maximum Redemption |
|||||||||||||||
Shares |
% |
Shares |
% |
|||||||||||||
Public shares (a) |
20,700,000 | 14 | % | 324,821 | * | |||||||||||
Founder shares |
5,175,000 | 4 | % | 5,175,000 | 4 | % | ||||||||||
GreenLight Equityholders (b)(c) |
103,470,217 | 73 | % | 103,470,217 | 86 | % | ||||||||||
PIPE shares |
12,425,000 | 9 | % | 12,425,000 | 10 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma common stock outstanding at September 30, 2021 (d) |
141,770,217 | 100 | % | 121,395,038 | 100 | % | ||||||||||
Potential sources of dilution |
||||||||||||||||
Public Warrants |
10,350,000 | 7 | % | 10,350,000 | 9 | % | ||||||||||
Private Placement Warrants |
2,000,000 | 1 | % | 1,500,000 | 1 | % | ||||||||||
Insider Warrants |
750,000 | * | 600,000 | * | ||||||||||||
Rollover options |
17,555,928 | 12 | % | 17,555,928 | 14 | % |
* | Certain amounts adjusted for rounding |
(a) | Amount includes 1,000,000 shares of ENVI Class A Common Stock held by HB Strategies, an affiliate of our sponsor, all of which shares carry the same redemption rights as other shares of ENVI Class A Common Stock. The Maximum Redemption Scenario assume that HB Strategies will redeem 100%, respectively, of its shares of ENVI Class A Common Stock. Amount excludes 13,100,000 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 2,000,000 private placement warrants and 750,000 Insider Warrants. Additionally, under the Maximum Redemption Scenario, an aggregate of 650,000 Warrants comprised of 500,000 Private Placement Warrants owned by HB Strategies and 150,000 Insider Warrants owned by the Sponsor will be forfeited pursuant to the Sponsor Letter Agreement. |
(b) | In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight Options (whether vested or unvested) will be exchanged for comparable options to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity value of $1.2 billion. The number of shares of New GreenLight Common Stock issued to the holders of shares of capital stock of GreenLight at Closing will fluctuate based on the number of shares underlying GreenLight Options and GreenLight Warrants, whether vested or unvested (and the exercise prices of such options and warrants), outstanding at Closing. |
(c) | Amount includes 6,583,549 shares issuable upon conversion of the GreenLight Convertible Notes and 872,667 shares underlying GreenLight Warrants that are assumed to be exercised immediately prior to the consummation of the Merger and excludes 17,555,928 shares underlying Rollover Options to be issued to holders of GreenLight Options, assuming such GreenLight Options remain unexercised as of the Closing. |
(d) | Amount excludes 31,750,000 shares (which amount includes shares underlying Rollover Options) and |
As of September 30, 2021 |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||||||||||
Environmental Impact Acquisition Corp.* |
GreenLight Biosciences, Inc. |
Pro Forma Adjustments |
Pro Forma Condensed Combined |
Additional Pro Forma Adjustments |
Pro Forma Condensed Combined |
|||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||
Current Assets |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 158 | $ | 34,754 | $ | 207,009 | (A |
) |
$ | 337,711 | $ | (203,760 | ) | (L |
) |
$ | 138,187 | |||||||||||||||
(500 | ) | (D |
) |
4,236 | (N |
) |
||||||||||||||||||||||||||
231 | (F |
) |
||||||||||||||||||||||||||||||
1,683 | (G |
) |
||||||||||||||||||||||||||||||
(29,874 | ) | (I |
) |
|||||||||||||||||||||||||||||
124,250 | (J |
) |
||||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
698 | 2,781 | — | 3,479 | — | 3,479 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Current Assets |
856 | 37,535 | 302,799 | 341,190 | (199,524 | ) | 141,666 | |||||||||||||||||||||||||
Restricted Cash |
— | 167 | 167 | — | 167 | |||||||||||||||||||||||||||
Property and equipment, net |
— | 21,744 | 21,744 | — | 21,744 | |||||||||||||||||||||||||||
Deferred offering costs |
— | 2,590 | (2,590 | ) | (I |
) |
— | — | — | |||||||||||||||||||||||
Security deposits |
— | 1,256 | 1,256 | — | 1,256 | |||||||||||||||||||||||||||
Marketable securities held in Trust Account |
207,009 | — | (207,009 | ) | (A |
) |
— | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
TOTAL ASSETS |
$ |
207,865 |
$ |
63,292 |
$ |
93,200 |
$ |
364,357 |
$ |
(199,524 |
) |
$ |
164,833 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||
Accrued expenses |
$ | 3,016 | $ | 9,351 | $ | (2,881 | ) | (I |
) |
$ | 9,486 | $ | — | $ | 9,486 | |||||||||||||||||
Accounts payable |
— | 6,559 | (2,085 | ) | (I |
) |
4,474 | — | 4,474 | |||||||||||||||||||||||
Convertible debt |
— | 17,959 | (17,959 | ) | (E |
) |
— | — | — | |||||||||||||||||||||||
Accrued offering costs |
119 | — | (119 | ) | (I |
) |
— | — | — | |||||||||||||||||||||||
Promissory note - related party |
500 | (500 | ) | (D |
) |
— | — | — | ||||||||||||||||||||||||
Deferred revenue |
— | 1,378 | 1,378 | — | 1,378 | |||||||||||||||||||||||||||
Long term debt, current portion |
— | 5,844 | 5,844 | — | 5,844 | |||||||||||||||||||||||||||
Other current liabilities |
— | 585 | (314 | ) | (F |
) |
271 | — | 271 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Current Liabilities |
3,635 | 41,676 | (23,858 | ) | 21,453 | — | 21,453 | |||||||||||||||||||||||||
Warrant liability |
13,341 | 1,293 | (1,293 | ) | (F |
) |
13,341 | (683 | ) | (M |
) |
12,658 | ||||||||||||||||||||
Long term debt, net of current portion |
— | 15,013 | 15,013 | — | 15,013 | |||||||||||||||||||||||||||
Other liabilities |
— | 1,355 | 1,355 | — | 1,355 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES |
16,976 |
59,337 |
(25,151 |
) |
51,162 |
(683 |
) |
50,479 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Commitments |
||||||||||||||||||||||||||||||||
Class A Common stock subject to possible redemption |
207,000 | — | (207,000 | ) | (B |
) |
— | — | — |
* | certain amounts adjusted for rounding. |
As of September 30, 2021 |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||||||||||
Environmental Impact Acquisition Corp.* |
GreenLight Biosciences, Inc. |
Pro Forma Adjustments |
Pro Forma Condensed Combined |
Additional Pro Forma Adjustments |
Pro Forma Condensed Combined |
|||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock |
— | 218,787 | (218,787 | ) | (H |
) |
— | — | — | |||||||||||||||||||||||
Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||||||||||
Common Stock, $0.0001 par value |
— | — | 2 | (B |
) |
14 | (2 | ) | (L |
) |
12 | |||||||||||||||||||||
1 | (C |
) |
||||||||||||||||||||||||||||||
1 | (E |
) |
||||||||||||||||||||||||||||||
9 | (H |
) |
||||||||||||||||||||||||||||||
1 | (J |
) |
||||||||||||||||||||||||||||||
Class A Common Stock, $0.001 par value |
— | 3 | (3 | ) | (H |
) |
— | — | ||||||||||||||||||||||||
Class B Common Stock, $0.0001 par value |
1 | — | (1 | ) | (C |
) |
— | — | ||||||||||||||||||||||||
Additional paid-in capital |
— | 4,062 | 206,998 | (B |
) |
532,117 | (203,758 | ) | (L |
) |
333,278 | |||||||||||||||||||||
17,997 | (E |
) |
||||||||||||||||||||||||||||||
1,838 | (F |
) |
683 | (M |
) |
|||||||||||||||||||||||||||
1,683 | (G |
) |
4,236 | (N |
) |
|||||||||||||||||||||||||||
218,781 | (H |
) |
||||||||||||||||||||||||||||||
(27,379 | ) | (I |
) |
|||||||||||||||||||||||||||||
124,249 | (J |
) |
||||||||||||||||||||||||||||||
(16,112 | ) | (K |
) |
|||||||||||||||||||||||||||||
Accumulated Deficit |
(16,112 | ) | (218,897 | ) | (39 | ) | (E |
) |
(218,936 | ) | — | (218,936 | ) | |||||||||||||||||||
16,112 | (K |
) |
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Stockholders’ Equity (Deficit) |
(16,111 | ) | (214,832 | ) | 544,138 | 313,195 | (198,841 | ) | 114,354 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ |
207,865 |
$ |
63,292 |
$ |
93,200 |
$ |
364,357 |
$ |
(199,524 |
) |
$ |
164,833 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
* | certain amounts adjusted for rounding. |
For the nine months ended September 30, 2021 |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||||||||||
Environmental Impact Acquisition Corp. |
GreenLight Biosciences, Inc. |
Pro Forma Adjustments |
Pro Forma Condensed Combined |
Additional Pro Forma Adjustments |
Pro Forma Condensed Combined |
|||||||||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||||||||||
Collaboration Revenue |
$ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
Grant Revenue |
— | 1,180 | 1,180 | 1,180 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total revenues |
$ | — | $ | 1,180 | $ | — | $ | 1,180 | $ | — | $ | 1,180 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||||||||||
Research and development |
— | 62,081 | — | 62,081 | — | 62,081 | ||||||||||||||||||||||||||
General and administrative |
4,084 | 13,943 | 18,027 | — | 18,027 | |||||||||||||||||||||||||||
Operating and formation costs |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating expenses |
4,084 | 76,024 | — | 80,108 | — | 80,108 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Operating loss: |
$ |
(4,084 |
) |
$ |
(74,844 |
) |
$ |
— |
$ |
(78,928 |
) |
$ |
— |
$ |
(78,928 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Interest income |
9 | 20 | (9 | ) | (AA |
) |
20 | — | 20 | |||||||||||||||||||||||
Loss in initial issuance of Private Placement Warrants |
(1,273 | ) | — | — | (1,273 | ) | 301 | (EE |
) |
(972 | ) | |||||||||||||||||||||
Interest expense |
— | (1,471 | ) | 687 | (CC |
) |
(784 | ) | — | (784 | ) | |||||||||||||||||||||
Change in fair value of warrant liability |
1,840 | (1,343 | ) | 1,343 | (DD |
) |
1,840 | (91 | ) | (EE |
) |
1,749 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss before benefit for income taxes |
(3,508 | ) | (77,638 | ) | 2,021 | (79,125 | ) | 210 | (78,915 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
$ |
(3,508 |
) |
$ |
(77,638 |
) |
$ |
2,021 |
$ |
(79,125 |
) |
$ |
210 |
$ |
(78,915 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss per Share |
||||||||||||||||||||||||||||||||
Weighted average shares of common stock outstanding |
141,770,217 | (20,375,179 | ) | 121,395,038 | ||||||||||||||||||||||||||||
Loss per share (basic and diluted) attributable to common stockholders |
$ | (0.56 | ) | $ | (0.65 | ) |
For the period from July 2, 2020 (inception) through December 31, 2020 |
For the year ended December 31, 2020 |
Assuming No Redemption |
Assuming Maximum Redemption |
|||||||||||||||||||||||||
Environmental Impact Acquisition Corp. |
GreenLight Biosciences, Inc. |
Pro Forma Adjustments |
Pro Forma Condensed Combined |
Additional Pro Forma Adjustments |
Pro Forma Condensed Combined |
|||||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||||||
Collaboration Revenue |
$ | — | $ | 962 | $ | 962 | $ | 962 | ||||||||||||||||||||
Grant Revenue |
— | 785 | 785 | 785 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenues |
$ | — | $ | 1,747 | $ | — | $ | 1,747 | $ | — | $ | 1,747 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating expenses |
||||||||||||||||||||||||||||
Research and development |
— | 42,866 | 42,866 | — | 42,866 | |||||||||||||||||||||||
General and administrative |
— | 11,165 | 260 | (BB |
) |
11,425 | — | 11,425 | ||||||||||||||||||||
Operating and formation costs |
3 | — | — | 3 | — | 3 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
3 | 54,031 | 260 | 54,294 | — | 54,294 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating loss: |
$ |
(3 |
) |
$ |
(52,284 |
) |
$ |
(260 |
) |
$ |
(52,547 |
) |
$ |
— |
$ |
(52,547 |
) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Interest income |
— | 83 | — | 83 | — | 83 | ||||||||||||||||||||||
Interest expense |
— | (1,028 | ) | 575 | (CC |
) |
(453 | ) | — | (453 | ) | |||||||||||||||||
Change in fair value of warrant liability |
— | (22 | ) | 22 | (DD |
) |
— | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Loss before benefit for income taxes |
(3 | ) | (53,251 | ) | 337 | (52,917 | ) | — | (52,917 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss |
$ |
(3 |
) |
$ |
(53,251 |
) |
$ |
337 |
$ |
(52,917 |
) |
$ |
— |
$ |
(52,917 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Loss per Share |
||||||||||||||||||||||||||||
Weighted average shares of common stock outstanding |
141,770,217 | (20,375,179 | ) | 121,395,038 | ||||||||||||||||||||||||
Loss per share (basic and diluted) attributable to common stockholders |
$ | (0.37 | ) | $ | (0.44 | ) |
• | ENVI’s unaudited condensed balance sheet as of September 30, 2021, and the related notes, which is included elsewhere in this proxy statement/ prospectus; and |
• | GreenLight’s unaudited condensed consolidated balance sheet as of September 30, 2021, and the related notes, which is included elsewhere in this proxy statement/prospectus. |
• | ENVI’s audited statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus; and |
• | GreenLight’s audited consolidated statement of operations for the year ended December 31, 2020, and the related notes, which is included elsewhere in this proxy statement/ prospectus. |
• | ENVI’s unaudited condensed statement of operations for the nine months ended September 30, 2021 and the related notes, which is included elsewhere in this proxy statement/prospectus; and |
• | GreenLight’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021, and the related notes, which is included elsewhere in this proxy statement/prospectus. |
1. | Represents pro forma adjustments to the condensed combined balance sheet: |
2. | The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the nine months ended September 30, 2021 are as follows: |
For the year ended December 31, 2020 |
For the nine months ended September 30, 2021 |
|||||||||||||||
(Amounts in thousands, except per share data) |
Assuming No Redemption |
Assuming Maximum Redemption |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||
Pro forma net loss |
$ | (52,917 | ) | $ | (52,917 | ) | $ | (79,125 | ) | $ | (78,915 | ) | ||||
Weighted average shares calculation, basic and diluted |
||||||||||||||||
Public shares (a) |
20,700,000 | 20,700,000 | 20,700,000 | 20,700,000 | ||||||||||||
Founder Shares |
5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | ||||||||||||
GreenLight Equityholders (b)(c) |
103,470,217 | 103,470,217 | 103,470,217 | 103,470,217 | ||||||||||||
PIPE Shares |
12,425,000 | 12,425,000 | 12,425,000 | 12,425,000 | ||||||||||||
Redemptions |
— | (20,375,179 | ) | — | (20,375,179 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common stock outstanding (d) |
141,770,217 | 121,395,038 | |
141,770,217 |
|
121,395,038 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss per share, basic and diluted, attributable to common stockholders |
$ | (0.37 | ) | $ | (0.44 | ) | $ | (0.56 | ) | $ | (0.65 | ) | ||||
|
|
|
|
|
|
|
|
(a) | Amount includes 1,000,000 shares of ENVI Class A Common Stock held by HB Strategies, a founder, all of which shares carry the same redemption rights as other shares of ENVI Class A Common Stock. The Maximum Redemption Scenario assume that HB Strategies will redeem 100% of its shares of ENVI Class A Common Stock. Excludes a total of 13,100,000 shares related to 10,350,000 public warrants, 2,000,000 private placement warrants and 750,000 Insider Warrants. Under a Maximum Redemption Scenario, an aggregate of 650,000 warrants comprised of 500,000 private placement warrants and 150,000 Insider Warrants owned by the Sponsor and HB Strategies will be forfeited pursuant to the Sponsor Letter Agreement. |
(b) | In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight will be exchanged for shares of New GreenLight Common Stock and outstanding GreenLight Options (whether vested or unvested) will be exchanged for comparable options to purchase New GreenLight Common Stock, in each case, based on an implied GreenLight equity |
value of $1.2 billion. The number of shares of New GreenLight Common Stock issued to the holders of shares of capital stock of GreenLight at Closing will fluctuate based on the number of shares underlying GreenLight Options and GreenLight Warrants, whether vested or unvested (and the exercise prices of such options and warrants), outstanding at Closing. |
(c) | Amount includes 6,583,549 shares issuable upon conversion of the GreenLight Convertible Notes and 872,667 shares underlying GreenLight Warrants that are assumed to be exercised immediately prior to the consummation of the Merger and excludes 17,555,928 shares underlying Rollover Options to be issued to holders of GreenLight Options, assuming such GreenLight Options remain unexercised as of the Closing. |
(d) | Amount excludes 31,750,000 shares (which amount includes shares underlying Rollover Options) and 2,000,000 shares of New GreenLight Common Stock that are expected to be available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP, respectively, after the consummation of the Business Combination, assuming approval of the Condition Precedent Proposals. |
• | Assuming No Redemption—assumes that none of the holders of shares of ENVI Class A Common Stock will exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account; |
• | Assuming 50% Redemption—assumes that holders of 10,187,589 shares of ENVI Class A Common Stock will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the trust account, which is 50% of the number of shares that would be redeemed in the Maximum Redemption Scenario, as described below; and |
• | Assuming Maximum Redemption—assumes that holders of 20,375,179 shares of ENVI Class A Common Stock will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the trust account, which is the estimated maximum number of redemptions that could occur without a failure to satisfy the Aggregate Transaction Proceeds Condition set forth in the Business Combination Agreement. See the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus. |
Pro Forma Condensed Combined |
||||||||||||||||||||
GreenLight (Historical) |
ENVI (Historical) |
Assuming No Redemption |
Assuming 50% Redemption |
Assuming Maximum Redemption |
||||||||||||||||
As of and for the nine months ended September 30, 2021 |
||||||||||||||||||||
Book value per share (1) |
$ | (64.62 | ) | $ | (0.66 | ) | $ | 2.21 | $ | 1.64 | $ | 0.94 | ||||||||
Weighted average shares outstanding of common stock—basic and diluted |
3,324,547 | — | 141,770,217 | 131,582,628 | 121,395,038 | |||||||||||||||
Weighted average shares outstanding of ENVI Class A Common Stock—basic and diluted |
19,335,165 |
Pro Forma Condensed Combined |
||||||||||||||||||||
GreenLight (Historical) |
ENVI (Historical) |
Assuming No Redemption |
Assuming 50% Redemption |
Assuming Maximum Redemption |
||||||||||||||||
Weighted average shares outstanding of ENVI Class B Common Stock—basic and diluted |
5,130,495 | |||||||||||||||||||
Net loss per share of common stock—basic and diluted |
$ | (27.27 | ) | $ | (0.56 | ) | $ | (0.60 | ) | $ | (0.65 | ) | ||||||||
Net loss per share of ENVI Class A Common Stock—basic and diluted |
$ | — | ||||||||||||||||||
Net loss per share of ENVI Class B Common Stock—basic and diluted |
$ | (0.58 | ) |
(1) | Book value per share = (Total equity excluding preferred shares)/shares outstanding. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Name |
Age |
Position | ||
Daniel Coyne | 49 | Chief Executive Officer, President and Director | ||
Marc Marano | 49 | Chief Financial Officer and Treasurer | ||
Andrew Viles | 58 | Secretary | ||
Jennifer E. Pardi | 39 | Director | ||
Deval L. Patrick | 64 | Director | ||
David Brewster | 50 | Director | ||
Dean Seavers | 60 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ENVI Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | None of our officers or directors is required to commit his, her or their full time to our affairs and, accordingly, may have conflicts of interest in allocating his, her or their time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. HB Strategies has agreed to waive its redemption rights with respect to its founder shares. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months from the closing of the initial public offering (or up to 24 months from the closing of the initial public offering if we, by resolution of our board, extend the period of time by an additional six months). With certain limited exceptions, the founder shares will not be transferable, assignable by our initial stockholders until the earlier of: (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our ENVI Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction |
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Since the Sponsor and officers and directors may directly or indirectly own common stock and warrants following the initial public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | The Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from the Sponsor or an affiliate of the Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such working capital loans (including working capital loans that we obtain from HB Strategies) may be convertible into private placement-equivalent warrants, at the option of the lender. |
• | The Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements on account of the cash fee that may be due to Canaccord in an amount equal to 3.76% of the gross proceeds of the initial public offering (or $7,783,200), for certain advisory services in connection with our business combination. Pursuant to the terms of the Business Combination Marketing Agreement, no fee will be due if we do not complete an business combination. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
INDIVIDUAL |
ENTITY |
ENTITY’S BUSINESS |
AFFILIATION | |||
Daniel Coyne | Canaccord Genuity LLC | Financial Services | Managing Director, Co-Head of U.S. Investment Banking and Global Head of Sustainability Investment Banking | |||
Marc Marano | Canaccord Genuity LLC | Managing Director | ||||
Andrew Viles | Canaccord Genuity Group Inc. | Executive Vice President, Chief Legal Officer and US General Counsel | ||||
Jennifer E. Pardi | Canaccord Genuity LLC | Global Head of Equity Capital Markets | ||||
Deval Patrick | Together Fund | Politics | Founder | |||
David Brewster | EnerNOC Vicinity Energy Line Vision Mantis Innovation Group |
Energy Energy Energy Facility Management |
Co-Founder Director Director Director | |||
Dean Seavers | PG&E Corporation Albermarle Corporation |
Energy Chemical |
Director Director |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the ENVI Class B Common Stock resulted in the issuance of ENVI Class A Common Stock on a greater than one-to-one |
• | may subordinate the rights of holders of ENVI Class A Common Stock if preference shares are issued with rights senior to those afforded our ENVI Class A Common Stock; |
• | could cause a change in control if a substantial number of our ENVI Class A Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our ENVI Class A Common Stock. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock, if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | Human and animal health—where messenger RNA, or mRNA, can be used to express proteins which form the basis of vaccines as well as other therapies. |
• | Plant health—where dsRNA can be leveraged to regulate the expression of a target protein by interfering with its message. Such RNA-mediated interference can form the basis for highly targeted pesticides or protection against parasites. |
• | Wide range of applications: mRNA can produce any encoded protein (intracellular, membrane-bound, or secreted), giving it many uses in vaccines, gene therapy, or for therapeutic proteins. |
• | Transient expression: The body has mechanisms to degrade mRNA, allowing for repeat dosing and a dose response which can be tailored for the needs of the pharmaceutical product. |
• | Fast development: Relatively simple changes to the mRNA molecule are needed to produce different therapeutic proteins, enabling a fast turnaround from gene selection to product with little need for manufacturing changes. For instance, if a booster vaccine is needed for a new variant, no changes will need to be made except to the mRNA sequence itself. |
• | Flexible manufacturing: A single manufacturing facility can produce different vaccines and therapies, as the process is essentially the same regardless of the product. |
• | Cell-based fermentation does not achieve the quality required for human health uses or the cost considerations for broadacre coverage in agriculture applications. |
• | Conventional cell-free processes, such as in vitro transcription (IVT), are cost prohibitive for agricultural applications and require complex specialty input supply chains. |
• | a proprietary cell-free methodology that enables production at less than $1/gram for the production of technical grade active ingredient dsRNA. |
• | a flexible architecture that accommodates the manufacturing of a wide variety of products. |
1. | Identification: Machine learning and proprietary algorithms are key tools as we work to identify the best gene target candidates. We become more efficient and innovative as we accumulate data, and our algorithms learn. |
2. | Develop and optimize: We run parallel trials on thousands of distinct RNA sequences to design our agricultural products, which gives us many more opportunities to develop the best products. |
3. | Manufacturing: We can produce dsRNA products through our proprietary cell-free system. Our current production capacity is 2,000 liters per batch, and we are planning to build the capacity to produce dsRNA at a rate of at least 10,000 liters per batch. Production at larger capacities will allow us to achieve economies of scale by reducing labor costs and the fixed costs that we allocate to each liter of RNA that we produce. |
1. | Fast development of agricultural products. Our Colorado potato beetle product will, if approved in 2022, have taken four years from start to market compared to a typical 10-year cycle at major agribusinesses. |
2. | Rapid integration of acquisitions. We acquired Bayer’s topical RNA treatment for honeybees in December 2020. By May 2021, we were conducting further field trials and intend to be ready for regulatory submission in 2022. |
3. | Validation of our mRNA platform. We are working toward clinical proof of concept of our COVID-19 and influenza mRNA vaccines. |
4. | Innovative approaches to gene editing. We have the potential to tackle grave diseases such as sickle cell, for which we received a $3.3 million grant from the Bill & Melinda Gates Foundation. |
5. | Expansion of production capabilities. Our Rochester RNA manufacturing facility can produce 500 kg of dsRNA per year with the capability to expand to 1,000 kg. It currently provides samples for our field trials. |
1. | Insecticides ($17 billion) |
2. | Fungicides ($16.5 billion) |
3. | Vaccines ($93 billion) |
4. | Gene therapies ($3 billion) |
• | Colorado potato beetle, 2022 |
• | Varroa mite, 2024 |
• | Botrytis, 2025 |
• | Diamondback moth, 2025 |
• | Fusarium, 2025 |
• | Powdery mildew, 2025 |
• | Two-spotted spider mite, 2026 |
• | COVID-19 vaccine, 2022 (currently in animal toxicity studies) |
• | Seasonal flu vaccine, late 2022/early 2023 (currently in pre-toxicity study development) |
• | Supra-seasonal flu, 2024 (currently in early stages of concept evaluation) |
• | Antibody therapy, 2024 (currently in early stages of concept evaluation) |
• | Sickle cell disease product concept, 2025 (currently in early stages of concept evaluation) |
• | The key raw material for dsRNA can be obtained in large quantities from such sources as industrial fermentation processes (e.g., derived from yeast). |
• | Our proprietary process allows us to energize naturally occurring nucleoside monophosphates at low cost using inorganic polyphosphate, which is readily available and affordable. |
• | Thermophilic enzymes are employed to facilitate the production of high-energy nucleotides. The utilization of thermally stable enzymes allows high temperature to be incorporated in their preparation, providing a way to mitigate undesirable contaminating activities (e.g., RNA-degrading enzymes, DNA-degrading enzymes, nucleotide-degrading/altering enzymes, protein-degrading enzymes) from entering the RNA synthesis portion of the process and affecting quality and yield. |
• | We believe our process know-how and the technology we developed can be leveraged for our mRNA platform. |
• | The manufacturing process used to produce the product (described above) |
• | The mRNA molecule |
• | The delivery vehicle it uses to reach the target tissue |
• | Prophylactic vaccines for infectious diseases |
• | Gene therapies |
• | The antigen expressed is a true match to the protein present in the pathogen, thus increasing the potential for quality of the immune response as compared to vaccines produced through other methods, in which manufacturing processes may result in changes to the antigen. |
• | The short development time from antigen selection to clinical trials makes mRNA ideal for emerging epidemics or pandemic response. This is why mRNA vaccines have been among the fastest developed for COVID-19. |
• | The same manufacturing plant can be used to produce different mRNA vaccines. |
*: | p<0.05 |
***: | p<0.001 |
ns: | p=0.0523 (not significant) |
• | Accessible: Based on our cost-competitive RNA platform and with an in vivo administration, we believe our therapy will enable us to to bypass the need for facilities required to edit the cells ex vivo. |
• | Targeted: The delivery technology targets specific cells in tissue. |
• | One dose and done: Our strategy is to target precursor stem cells to provide long-lasting expression. |
• | Versatile: Our therapy has the potential to encode for full-length genes and address genetic indications that require therapy in nondividing cells. |
• | Care for everyone |
• | Courage to achieve the impossible |
• | Collaboration to propel our success |
• | Commitment to science and doing the right thing, always |
• | completion of preclinical laboratory tests and animal studies performed in accordance with the FDA’s Good Laboratory Practice requirements (“ GLPs ”); |
• | submission to the FDA of an investigational new drug application (“ IND ”), which must become effective before clinical trials may begin; |
• | approval by an institutional review board (“ IRB ”) or ethics committee at each clinical site before the trial is commenced; |
• | performance of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed biologic product candidate for its intended purpose; |
• | preparation of and submission to the FDA of a biologics license application (“ BLA ”), after completion of all pivotal clinical trials; |
• | satisfactory completion of an FDA Advisory Committee review, if applicable; |
• | a determination by the FDA within 60 days of its receipt of a BLA to file the application for review; |
• | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced to assess compliance with cGMP, and to assure that the facilities, methods and controls are adequate to preserve the biological product’s continued safety, purity and potency, and of selected clinical investigation sites to assess compliance with Good Clinical Practices (“GCPs ”); and |
• | FDA review and approval of the BLA to permit commercial marketing of the product for particular indications for use in the United States. |
• | Phase 1—The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness. |
• | Phase 2—The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. |
• | Phase 3—The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval. |
• | restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls; |
• | fines, warning letters, or untitled letters; |
• | clinical holds on clinical studies; |
• | refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product license approvals; |
• | product seizure or detention, or refusal to permit the import or export of products; |
• | consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs; |
• | mandated modification of promotional materials and labeling and the issuance of corrective information; |
• | the issuance of safety alerts, Dear Healthcare Provider letters, press releases and other communications containing warnings or other safety information about the product; or |
• | injunctions or the imposition of civil or criminal penalties. |
• | the applicant must first conduct specified studies to evaluate mammalian toxicology, toxicological effects to non-target organisms in the environment (ecotoxicological exposures), and the product’s physical and chemical properties; |
• | the applicant must then submit to the EPA a registration dossier that includes data demonstrating that the product does not pose unreasonable risks; |
• | the EPA will conduct both scientific and administrative reviews of the dossier, including a thorough evaluation of submitted safety data and completion of risk assessments for human dietary and ecotoxicological exposures; |
• | if the EPA identifies any risks that appear to exceed regulatory standards or any other deficiencies in the dossier, it will ordinarily issue a letter identifying the deficiencies; |
• | the applicant will have one or more opportunities to address any deficiencies, including the submission of factors that mitigate any risks identified in the EPA’s risk assessments; this process may involve ongoing submissions and coordination with the EPA to address any unresolved concerns; and |
• | the EPA will undertake various stages of internal review prior to making a final decision on the application. |
• | conduct field and clinical trials for our product candidates; |
• | continue to develop additional product candidates; |
• | maintain, expand and protect our intellectual property portfolio; |
• | hire additional clinical, scientific manufacturing and commercial personnel; |
• | expand external and/or establish internal commercial manufacturing sources and secure supply chain capacity sufficient to provide commercial quantities of any product candidates for which we may obtain regulatory approval; |
• | acquire or in-license other product candidates and technologies; |
• | seek regulatory approvals for any product candidates that successfully complete field trials or clinical trials; |
• | establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain regulatory approval; and |
• | add operational, financial and management information systems and personnel to support our product development, clinical execution and planned future commercialization efforts, as well as to support our transition to operating as a public company. |
• | external research and development expenses incurred under agreements with CMOs, CROs, universities and research laboratories that conduct our field trials, preclinical studies and development services; |
• | costs related to manufacturing material for our field trials and preclinical studies; |
• | laboratory supplies and research materials; |
• | payments made in cash or equity securities under third-party licensing agreements and acquisition agreements; |
• | costs to fulfill our obligations under the grant agreement with the Bill & Melinda Gates Foundation; and |
• | costs related to compliance with regulatory requirements; |
• | employee-related expenses, including salaries, bonuses, benefits, stock-based compensation, and other related costs for employees involved in research and development efforts; |
• | costs of outside consultants engaged in research and development functions, including their fees and travel expenses; and |
• | facilities, depreciation, and other allocated expenses, which include direct and allocated expenses for rent, utilities, and insurance. |
NINE MONTHS ENDED SEPTEMBER 30, |
INCREASE / (DECREASE) |
|||||||||||
Dollars (in thousands) |
2020 |
2021 |
||||||||||
Collaboration Revenue |
$ | 962 | $ | — | $ | (962 | ) | |||||
Grant Revenue |
513 | 1,180 | 667 | |||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
1,475 | 1,180 | (295 | ) | ||||||||
Operating Expenses: |
||||||||||||
Research and development |
28,901 | 62,081 | 33,180 | |||||||||
General and administrative |
7,699 | 13,943 | 6,244 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
36,600 | 76,024 | 39,424 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(35,125 | ) | (74,844 | ) | (39,719 | ) | ||||||
|
|
|
|
|
|
|||||||
Other income (expense): |
||||||||||||
Interest income |
74 | 20 | (54 | ) | ||||||||
Interest expense |
(704 | ) | (1,471 | ) | (767 | ) | ||||||
Change in fair value of warrant liability |
(8 | ) | (1,343 | ) | (1,335 | ) | ||||||
|
|
|
|
|
|
|||||||
Total other income, net |
(638 | ) | (2,794 | ) | (2,156 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (35,763 | ) | $ | (77,638 | ) | $ | (41,875 | ) | |||
|
|
|
|
|
|
NINE MONTHS ENDED SEPTEMBER 30, |
INCREASE / (DECREASE) |
|||||||||||
Dollars (in thousands) |
2020 |
2021 |
||||||||||
Program expense |
$ | 10,078 | $ | 25,671 | $ | 15,593 | ||||||
Personnel costs |
14,014 | 24,924 | 10,910 | |||||||||
Other |
4,809 | 11,486 | 6,677 | |||||||||
|
|
|
|
|
|
|||||||
Total research and development expenses |
$ | 28,901 | $ | 62,081 | $ | 33,180 | ||||||
|
|
|
|
|
|
YEAR ENDED DECEMBER 31, |
INCREASE / (DECREASE) |
|||||||||||
Dollars (in thousands) |
2019 |
2020 |
||||||||||
Collaboration Revenue |
$ | 3,001 | $ | 962 | $ | (2,039 | ) | |||||
Grant Revenue |
— | 785 | 785 | |||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
3,001 | 1,747 | (1,254 | ) | ||||||||
Operating Expenses: |
||||||||||||
Research and development |
23,489 | 42,866 | 19,377 | |||||||||
General and administrative |
8,714 | 11,165 | 2,451 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
32,203 | 54,031 | 21,828 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(29,202 | ) | (52,284 | ) | (23,082 | ) | ||||||
|
|
|
|
|
|
|||||||
Other income (expense): |
||||||||||||
Interest income |
865 | 83 | (782 | ) | ||||||||
Interest expense |
(317 | ) | (1,028 | ) | (711 | ) | ||||||
Change in fair value of warrant liability |
5 | (22 | ) | (27 | ) | |||||||
|
|
|
|
|
|
|||||||
Total other income, net |
553 | (967 | ) | (1,520 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (28,649 | ) | $ | (53,251 | ) | $ | (24,602 | ) | |||
|
|
|
|
|
|
YEARS ENDED DECEMBER 31, |
INCREASE / (DECREASE) |
|||||||||||
Dollars (in thousands) |
2019 |
2020 |
||||||||||
Program expense |
$ | 6,279 | $ | 16,368 | $ | 10,089 | ||||||
Personnel expense |
12,407 | 19,645 | 7,238 | |||||||||
Facilities and other expense |
4,803 | 6,853 | 2,050 | |||||||||
|
|
|
|
|
|
|||||||
Total research and development expenses |
$ | 23,489 | $ | 42,866 | $ | 19,377 | ||||||
|
|
|
|
|
|
• | the design, initiation, timing, costs, progress and results of our planned clinical trials; |
• | the progress of preclinical development and possible clinical trials of our current and future earlier-stage programs; |
• | the scope, progress, results and costs of our research programs and preclinical development of any additional product candidates that we may pursue; |
• | the development requirements of other product candidates that we may pursue; |
• | our headcount growth and associated costs as we expand our research and development and establish a commercial infrastructure; |
• | the timing and amount of milestone and royalty payments that we are required to make or eligible to receive under our current or future collaboration and license agreements; |
• | the outcome, timing and cost of meeting regulatory requirements established by the FDA, EPA and other regulatory authorities; |
• | the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval; |
• | the cost of expanding, maintaining and enforcing our intellectual property portfolio, including filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights; |
• | the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us or any of our product candidates; |
• | the effect of competing technological and market developments; |
• | the cost and timing of completion of commercial-scale manufacturing activities; |
• | the extent to which we partner our programs, acquire or in-license other product candidates and technologies or enter into additional collaborations; |
• | the revenue, if any, received from commercial sales of any future product candidates for which we receive marketing approval; and |
• | the costs of operating as a public company. |
YEARS ENDED DECEMBER 31, |
INCREASE / (DECREASE) |
NINE MONTHS ENDED SEPTEMBER 31, |
INCREASE / (DECREASE) |
|||||||||||||||||||||
2019 |
2020 |
2020 |
2021 |
|||||||||||||||||||||
Net cash used in operating activities |
$ | (25,636 | ) | $ | (46,599 | ) | $ | (20,963 | ) | $ | (29,971 | ) | $ | (67,241 | ) | $ | (37,270 | ) | ||||||
Net cash used in investing activities |
(1,896 | ) | (10,047 | ) | (8,151 | ) | (7,502 | ) | (11,362 | ) | (3,860 | ) | ||||||||||||
Net cash provided by financing activities |
13,316 | 125,848 | 112,532 | 126,039 | 18,376 | (107,663 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | (14,216 | ) | $ | 69,202 | $ | 83,418 | $ | 88,566 | $ | (60,227 | ) | $ | (148,793 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | the prices at which we sold shares of preferred stock and the superior rights and preferences of the preferred stock relative to our common stock at the time of each grant; |
• | the progress of our research and development programs, including the status and results of our product candidates; |
• | our stage of development and commercialization and our business strategy; |
• | external market conditions affecting the biotechnology industry and trends within the biotechnology industry; |
• | our financial position, including cash on hand, and our historical and forecasted performance and operating results; |
• | the lack of an active public market for our common stock and our preferred stock; |
• | the likelihood of achieving a liquidity event given prevailing market conditions; and |
• | the analysis of IPOs and the market performance of similar companies in the biotechnology industry. |
• | Dr. Andrey Zarur, President and Chief Executive Officer |
• | Carole B. Cobb, Chief Operating Officer |
• | Susan E. Keefe, Chief Financial Officer |
Name and principal position |
Year |
Salary ($) |
Option awards ($) (1) |
Non-equity incentive plan compensation ($) (2) |
All other compensation (3) |
Total ($) |
||||||||||||||||||
Dr. Andrey Zarur President and Chief Executive Officer |
2020 | 450,000 | $ | 1,146,000 | (4) |
180,000 | 285 | 1,776,285 | ||||||||||||||||
Carole B. Cobb Chief Operating Officer |
2020 | 350,000 | 196,000 | 105,000 | 285 | 651,285 | ||||||||||||||||||
Susan E. Keefe Chief Financial Officer |
2020 | 325,000 | 340,000 | 97,500 | 285 | 762,785 |
(1) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during the year ended December 31, 2020, computed in accordance with FASB ASC 718. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the shares underlying such stock options. For a description of the determination of the fair value of the stock option awards, see “ GreenLight’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates — Determination of the Fair Value of Common Stock” and Note 14 to GreenLight’s audited consolidated financial statements contained elsewhere in this proxy statement/prospectus Outstanding Equity Awards at December 31, 2020, —Employment Arrangements with Officers —GreenLight 2012 Stock Incentive Plan |
(2) | These amounts represent performance-based cash bonuses based upon the achievement of goals for 2020, which were earned in 2020 and paid in 2021. GreenLight’s bonus program is more fully described below under the section titled “ —Non-Equity Incentive Plan Compensation |
(3) | These amounts represent life insurance premiums paid by GreenLight for the benefit of the named executive officers. |
(4) | In the year ended December 31, 2020, Dr. Zarur received two stock option awards, one of which is a performance-based award and one of which is a service-based award. At the date of grant, achievement of the conditions in the performance-based award was deemed not probable and, accordingly, the grant date fair value of the award was zero based upon the probable outcome of such conditions. Assuming achievement of the highest level of performance, the performance-based award would have had a grant date fair value of $162,681. Accordingly, the value reflected in the table represents only the grant date fair value of the service-based award. |
Name |
2021 Base Salary |
|||
Dr. Andrey Zarur |
$ | 500,000 | ||
Carole B. Cobb |
$ | 425,000 | ||
Susan E. Keefe |
$ | 380,000 |
Name |
2021 Target Bonus Amount |
|||
Dr. Andrey Zarur |
50 | % | ||
Carole B. Cobb |
40 | % | ||
Susan E. Keefe |
40 | % |
Option awards (1) |
||||||||||||||||||||||||
Name |
Grant date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) |
Option exercise price ($) (2) |
Option expiration date |
||||||||||||||||||
Dr. Andrey Zarur |
10/16/2015 | 105,648 | — | — | $ | 0.23 | 07/22/2025 | |||||||||||||||||
09/13/2018 | (3) |
904,619 | 487,103 | — | $ | 0.22 | 09/13/2028 | |||||||||||||||||
12/29/2019 | (3) |
796,706 | 3,186,827 | — | $ | 0.33 | 12/29/2029 | |||||||||||||||||
12/01/2020 | (4) |
— | — | 439,678 | $ | 0.65 | 12/01/2030 | |||||||||||||||||
12/01/2020 | (5) |
— | 2,865,000 | — | $ | 0.65 | 12/01/2030 | |||||||||||||||||
Carole B. Cobb |
07/22/2015 | (3) |
642,657 | — | — | $ | 0.23 | 07/22/2025 | ||||||||||||||||
10/21/2016 | (3) |
54,916 | 10,984 | — | $ | 0.23 | 10/21/2026 | |||||||||||||||||
02/14/2018 | (3) |
448,500 | 241,500 | — | $ | 0.22 | 02/14/2028 | |||||||||||||||||
09/13/2018 | (3) |
145,802 | 136,397 | — | $ | 0.22 | 09/13/2028 | |||||||||||||||||
12/29/2019 | (3) |
152,507 | 610,035 | — | $ | 0.33 | 12/29/2029 | |||||||||||||||||
12/01/2020 | (5) |
— | 490,000 | — | $ | 0.65 | 12/01/2030 | |||||||||||||||||
Susan E. Keefe |
05/10/2019 | (3) |
220,162 | 513,712 | — | $ | 0.33 | 05/10/2029 | ||||||||||||||||
12/01/2020 | (5) |
— | 850,000 | — | $ | 0.65 | 12/01/2030 |
(1) | All of the outstanding stock option awards were granted under and subject to the terms of the GreenLight 2012 equity plan, described below under “ — |
(2) | The stock option awards were granted with a per share exercise price equal to the fair market value of one share of GreenLight Common Stock on the date of grant, as determined in good faith by the GreenLight Board. |
(3) | The stock option award vests as to 20% of the total number of shares subject to the award on the first anniversary of the vesting start date (which in some cases precedes the date of grant), and the remainder vests in 48 equal monthly installments thereafter. |
(4) | The stock option award is subject to performance-based vesting conditions. The award will vest as described in footnote (5) below, provided that GreenLight consummates a specified new investment (which for this purpose includes the Business Combination) by December 31, 2021. |
(5) | The stock option award vests as to 25% of the total number of shares subject to the award on the first anniversary of the vesting start date (which in some cases precedes the date of grant), and the remainder vests in 36 equal monthly installments thereafter. |
• | provide that such stock options will be assumed, or equivalent stock options substituted, by the acquiring or succeeding corporation (or an affiliate thereof); |
• | upon written notice to the optionees, provide that all unexercised stock options will terminate immediately prior to the consummation of the change in control transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of such notice; |
• | upon written notice to the grantees, provide that all unvested shares of restricted stock will be repurchased at cost; |
• | make or provide for a cash payment to the optionees equal to the difference between (x) the fair market value of the per share consideration (whether cash, securities or other property or any combination thereof) the holder of a GreenLight Common Share will receive upon consummation of the change in control transaction times the number of GreenLight Common Stock subject to outstanding vested stock options (to the extent then exercisable at prices not equal to or in excess of such per share consideration) and (y) the aggregate exercise price of such outstanding vested stock options, in exchange for the termination of such stock options; or |
• | provide that all or any outstanding stock options will become exercisable and all or any outstanding restricted stock awards will vest in part or in full immediately prior to the change in control transaction. To the extent that any stock options are exercisable at a price equal to or in excess of the per share consideration in the change in control transaction, the GreenLight Board may provide that such stock options will terminate immediately upon the consummation of the change in control transaction without any payment being made to the holders of such stock options. |
Name |
Fees earned or paid in cash ($) |
Total ($) |
||||||
Dr. Charles Cooney (1) |
75,000 | 75,000 | ||||||
Jason Dinges |
— | — | ||||||
Mike Liang |
— | — | ||||||
Dr. Ganesh Kishore |
— | — | ||||||
Eric O’Brien |
— | — | ||||||
Dr. Martha Schlicher (2) |
50,000 | 50,000 | ||||||
Neil Renninger (3) |
39,583 | 39,583 |
(1) | At December 31, 2020, Dr. Cooney held 10,004 shares of restricted stock acquired upon the early exercise of a stock option granted prior to 2020. These share vest in 11 equal monthly installments of 833 shares and a final installment of 841 shares. |
(2) | At December 31, 2020, Dr. Schlicher held 7,461 shares of restricted stock acquired upon the early exercise of a stock option granted prior to 2020. These shares vest in two parts: (a) 1,461 shares vest in 13 equal monthly installments of 104 shares and a final installment of 109 shares and (b) 6,000 shares vest in three equal annual installments, the first of which vested on June 24, 2021. |
(3) | During the year ended December 31, 2020, Mr. Renninger served as a member of the GreenLight Board until June 2020. |
• | $ per year for service as a non-employee director (other than the chair); |
• | $ per year for service as non-employee chair of the New GreenLight Board; |
• | $ per year for service as chair of the New GreenLight audit committee; |
• | $ per year for service as a member of the New GreenLight audit committee (other than the chair); |
• | $ per year for service as chair of the New GreenLight talent and compensation committee; |
• | $ per year for service as a member of the New GreenLight talent and compensation committee (other than the chair); |
• | $ per year for service as chair of the New GreenLight nominating and corporate governance committee; and |
• | $ per year for service as a member of the New GreenLight nominating and corporate governance committee (other than the chair). |
Name |
Age |
Position | ||
Executive Officers |
||||
Andrey J. Zarur, Ph.D. | 51 | Chief Executive Officer, President and Class III Director-Nominee | ||
Carole Cobb, M.B.A. | 64 | Chief Operating Officer | ||
Charu Manocha, M.B.A. | 55 | Chief People Officer | ||
Marta Ortega-Valle, M.B.A. | 49 | Chief Business Officer, Human Health | ||
Susan Keefe, M.B.A | 49 | Chief Financial Officer | ||
David Kennedy | 60 | General Counsel | ||
Amin Khan, Ph.D. | 59 | Chief Scientific Officer | ||
Mark Singleton, Ph.D. | 54 | Senior Vice President of Technology | ||
Non-Employee Directors |
||||
Charles Cooney | 76 | Class III Director-Nominee | ||
Ganesh Kishore | 68 | Class III Director-Nominee | ||
Eric O’Brien | 49 | Class I Director-Nominee | ||
Matthew Walker | 39 | Class II Director-Nominee |
• | select, retain, compensate, evaluate, oversee and, where appropriate, terminate New GreenLight’s independent registered public accounting firm; |
• | review and approve the scope and plans for the audits and the audit fees and approve all non-audit and tax services to be performed by the independent registered public accounting firm; |
• | evaluate the independence and qualifications of New GreenLight’s independent registered public accounting firm; |
• | review New GreenLight’s financial statements, and discuss with management and New GreenLight’s independent registered public accounting firm the results of the annual audit and the quarterly reviews; |
• | review and discuss with management and New GreenLight’s independent registered public accounting firm the quality and adequacy of New GreenLight’s internal controls and New GreenLight’s disclosure controls and procedures; |
• | discuss with management New GreenLight’s procedures regarding the presentation of New GreenLight’s financial information, and review earnings press releases and guidance; |
• | oversee the design, implementation and performance of New GreenLight’s internal audit function, if any; |
• | set hiring policies with regard to the hiring of employees and former employees of New GreenLight’s independent registered public accounting firm and oversee compliance with such policies; |
• | review, approve and monitor related party transactions; |
• | review and monitor compliance with New GreenLight’s Code of Business Conduct and Ethics and consider questions of actual or possible conflicts of interest of New GreenLight’s directors and officers; |
• | adopt and oversee procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by New GreenLight’s employees of concerns regarding questionable accounting or auditing matters; |
• | review and discuss with management and New GreenLight’s independent registered public accounting firm the adequacy and effectiveness of New GreenLight’s legal, regulatory and ethical compliance programs; and |
• | review and discuss with management and New GreenLight’s independent registered public accounting firm New GreenLight’s guidelines and policies to identify, monitor and address enterprise risks. |
• | review and approve or recommend to the New GreenLight Board for approval the compensation for New GreenLight’s executive officers, including New GreenLight’s chief executive officer; |
• | review, approve and administer New GreenLight’s employee benefit and equity incentive plans; |
• | advise the New GreenLight Board on stockholder proposals related to executive compensation matters; |
• | establish and review the compensation plans and programs of New GreenLight’s employees, and ensure that they are consistent with New GreenLight’s general compensation strategy; |
• | oversee the management of risks relating to executive compensation plans and arrangements; |
• | monitor compliance with any stock ownership guidelines; |
• | approve the creation or revision of any clawback policy; |
• | review and approve or recommend to the New GreenLight Board for approval non-employee director compensation; |
• | review executive compensation disclosure in New GreenLight’s SEC filings and prepare the compensation committee report required to be included in New GreenLight’s annual proxy statement. |
• | review, assess and make recommendations to the New GreenLight Board regarding desired qualifications, expertise and characteristics sought of board members; |
• | identify, evaluate, select or make recommendations to the New GreenLight Board regarding nominees for election to the New GreenLight Board; |
• | develop policies and procedures for considering stockholder nominees for election to the New GreenLight Board; |
• | review New GreenLight’s succession planning process for New GreenLight’s chief executive officer and any other members of New GreenLight’s executive management team; |
• | review and make recommendations to the New GreenLight Board regarding the composition, organization and governance the New GreenLight Board and its committees; |
• | review and make recommendations to the New GreenLight Board regarding New GreenLight’s corporate governance guidelines and corporate governance framework; |
• | oversee director orientation for new directors and continuing education for New GreenLight’s directors; |
• | oversee New GreenLight’s Environmental, Social and Governance (“ ESG ”) programs and related disclosures and communications; |
• | oversee the evaluation of the performance of the New GreenLight Board and its committees; and |
• | administer policies and procedures for communications with the non-management members of the New GreenLight Board. |
• | each person who is the beneficial owner of more than 5% of the outstanding GreenLight Common Stock and GreenLight Preferred Stock on an as-converted basis; |
• | each of GreenLight’s directors and named executive officers; and |
• | all directors and executive officers of GreenLight, as a group. |
Number of Shares of GreenLight Common Stock (1) |
Number of Shares of GreenLight Preferred Stock (on an as-converted basis) (1) |
Number of Shares of GreenLight Common Stock (on an as-converted basis) (1) |
||||||||||||||||||||||
Name of Beneficial Owner |
(#) |
(%) |
(#) |
(%) |
(#) |
(%) |
||||||||||||||||||
Five Percent or Greater Holders |
||||||||||||||||||||||||
S2G Ventures (2) |
— | — | 21,541,421 | 14.2 | % | 21,541,421 | 13.9 | % | ||||||||||||||||
Morningside Venture Investments Limited (3) |
— | — | 19,317,805 | 12.8 | % | 19,317,805 | 12.5 | % | ||||||||||||||||
Kodiak Venture Partners (4) |
— | — | 14,738,423 | 9.7 | % | 14,738,423 | 9.5 | % | ||||||||||||||||
Fall Line Endurance Fund, LP (5) |
— | — | 12,317,379 | 8.1 | % | 12,317,379 | 7.9 | % | ||||||||||||||||
MLS Capital Fund II, L.P. (6) |
— | — | 8,629,170 | 5.7 | % | 8,629,170 | 5.6 | % | ||||||||||||||||
Baird Ventures (7) |
— | — | 7,443,812 | 4.9 | % | 7,443,812 | 4.8 | % | ||||||||||||||||
Directors and officers of GreenLight (8) |
||||||||||||||||||||||||
Matthew Walker (2) |
— | 21,541,421 | 14.2 | % | 21,541,421 | 13.9 | % | |||||||||||||||||
Jason Dinges (9) |
— | — | — | — | — | |||||||||||||||||||
Eric O’Brien (5) |
— | 12,317,379 | 8.1 | % | 12,317,379 | 7.9 | % | |||||||||||||||||
Ganesh Kishore (6) |
— | — | 8,629,170 | 5.7 | % | 8,629,170 | 5.6 | % | ||||||||||||||||
Michael Liang (7) |
— | — | 7,443,812 | 4.9 | % | 7,443,812 | 4.8 | % | ||||||||||||||||
Andrey Zarur (10) |
4,971,199 | 68.3 | % | 122,591 | * | 5,093,790 | 3.2 | % | ||||||||||||||||
Carole Cobb (11) |
1,959,231 | 35.7 | % | — | — | 1,959,231 | 1.2 | % | ||||||||||||||||
Charles Cooney |
458,705 | 13.0 | % | — | — | 458,705 | * | |||||||||||||||||
Susan Keefe (12) |
609,376 | 14.7 | % | — | — | 609,376 | * | |||||||||||||||||
Martha Schlicher |
164,090 | 4.6 | % | — | — | 164,090 | * | |||||||||||||||||
Directors and Officers of GreenLight as a group (nine (9) persons) |
8,162,601 | 82.9 | % | 50,054,373 | 33.0 | % | 58,216,974 | 36.1 | % |
* | Less than 1%. |
(1) | Beneficial ownership of shares of GreenLight Common Stock and GreenLight Preferred Stock is based on (a) 3,535,943 shares of GreenLight Common Stock and (b) 134,952,637 shares of GreenLight Preferred Stock, which are convertible into an aggregate of 141,405,233 shares of GreenLight Common Stock, which includes (1) 2,807,571 shares of GreenLight Series A-1 Preferred Stock, which are convertible into an aggregate of 3,550,068 shares of GreenLight Common Stock, (2) 6,993,693 shares of GreenLight Series A-2 Preferred Stock, which are convertible into an aggregate of 9,058,757 shares of GreenLight Common Stock, (3) 8,629,505 shares of GreenLight Series A-3 Preferred Stock, which are convertible into an aggregate of 12,274,540 shares of GreenLight Common Stock, (4) 21,245,353 shares of GreenLight Series B Preferred Stock, which are convertible into an aggregate of 21,245,353 shares of GreenLight Common Stock, (5) 35,092,183 shares of GreenLight Series C Preferred Stock, which are convertible into an aggregate of 35,092,183 shares of GreenLight Common Stock, and (6) 60,184,332 shares of GreenLight Series D Preferred Stock, which are convertible into an aggregate of 60,184,332 shares of GreenLight Common Stock, in each case issued and outstanding as of the Ownership Date. |
(2) | Includes (a) 3,135,582 shares of GreenLight Series C Preferred Stock held by S2G Ventures Fund I, L.P., (b)(1) 4,086,398 shares of GreenLight Series B Preferred Stock, (2) 3,135,583 shares of GreenLight Series C Preferred Stock, (3) 3,863,561 shares of GreenLight Series D Preferred Stock and (4) 1,800,925 shares of GreenLight Series D Preferred Stock issuable upon conversion of a GreenLight Convertible Note having an aggregate principal amount of $3,000,000 plus accrued interest through December 31, 2021 of $262,917, in each case held by S2G Ventures Fund II, L.P.; and (c) 5,519,372 shares of GreenLight Series D Preferred Stock held by S2G Ventures Fund III, L.P. (together with S2G Ventures Fund I, L.P. and S2G Ventures Fund II, L.P., “ S2G Ventures ”). The General Partner of S2G Ventures Fund I, L.P. is S2G Ventures, LLC. The General Partner of S2G Ventures Fund II, L.P. is S2G Ventures II, LLC. The General Partner of S2G Ventures Fund III, L.P. is S2G Ventures III, LLC. |
Mr. Matthew Walker, a director of GreenLight and a director-nominee of New GreenLight, is a Managing Director at S2G Ventures. Each of S2G Ventures, LLC, S2G Ventures II, LLC and Builders Vision, LLC has the power to vote or direct the voting of the shares of GreenLight Stock held by the S2G Ventures fund managed. By virtue of the foregoing, each of S2G Ventures LLC, S2G Ventures II, LLC and Builders Vision, LLC may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by the S2G Ventures fund managed. Mr. Walker disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address for S2G Ventures (other than S2G Builders Food & Agriculture Fund III, L.P.) is PO Box 1860, Bentonville, AR 72712. The address for S2G Builders Food & Agriculture Fund III, L.P. is 9218 Metcalf Ave. #238, Overland Park, KS 66212. |
(3) | Includes 19,317,805 shares of GreenLight Series D Preferred Stock held by Morningside Venture Investments Limited (“ Morningside ”). Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho are the directors of Morningside and have shared voting power over the securities held by Morningside. Each of these individuals disclaims beneficial ownership of the shares owned by Morningside. The address of Morningside is c/o THC Management Services S.A.M., 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, MC 98000, Monaco. |
(4) | Includes (a)(1) 3,464,397 shares of GreenLight Series A-1 Preferred Stock, (2) 1,831,756 shares of GreenLight Series A-2 Preferred Stock, (3) 2,277,432 shares of GreenLight Series A-3 Preferred Stock, (4) 4,055,242 shares of GreenLight Series B Preferred Stock and (5) 2,753,920 shares of GreenLight Series C Preferred Stock, in each case held by Kodiak Venture Partners III, L.P., and (b)(1) 85,671 shares of GreenLight Series A-1 Preferred Stock, (2) 45,299 shares of GreenLight Series A-2 Preferred Stock, (3) 56,319 shares of GreenLight Series A-3 Preferred Stock, (4) 100,283 shares of GreenLight Series B Preferred Stock and (5) 68,104 shares of GreenLight Series C Preferred Stock, in each case held by Kodiak III Entrepreneurs Fund, L.P. (together with Kodiak Venture Partners III, L.P. “Kodiak”). Kodiak Ventures Management III, L.P. (“Kodiak Ventures ”) is the General Partner for Kodiak, Kodiak Venture Management (GP), LLC is the General Partner for Kodiak Ventures and Kodiak Ventures Management Company, Inc. is the Member of Kodiak Ventures Management (GP), LLC. Mr. David Furneaux is the Chief Executive Officer of Kodiak Ventures Management Company, Inc.. Each therefore has the power to vote, or direct the voting of, the shares of GreenLight Stock held by Kodiak. By virtue of the foregoing, each of Kodiak, Kodiak Ventures, Kodiak Ventures Management (GP), LLC, Kodiak Ventures Management Company, Inc. and Mr. Furneaux may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by Kodiak. Mr. Furneaux disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address for Kodiak and Mr. Furneaux is P.O. Box 550225, Waltham, MA 02455. |
(5) | Includes (a) 4,670,169 shares of GreenLight Series B Preferred Stock, (b) 3,135,583 shares of GreenLight Series C Preferred Stock, (c) 3,311,623 shares of GreenLight Series D Preferred Stock and (d) 1,200,004 shares of GreenLight Series D Preferred Stock issuable upon conversion of a GreenLight Convertible Note having any aggregate principal amount of $2,000,000 and accrued but unpaid interest of $174,167 through December 31, 2021, in each case held by Fall Line Endurance Fund, LP (“ Fall Line ”). Mr. Eric O’Brien, a director of GreenLight, is the co-founder and Managing Director of Fall Line and has the power to vote, or to direct the voting of, the shares of GreenLight Stock held by Fall Line. By virtue of the foregoing, Mr. O’Brien may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by Fall Line. Mr. O’Brien disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address of Fall Line and Mr. O’Brien is 119 South B Street, Suite B, San Mateo, CA 94401. |
(6) | Includes (a) 3,680,982 shares of GreenLight Series A-3 Preferred Stock, (b) 1,962,964 shares of GreenLight Series B Preferred Stock, (c) 1,881,350 shares of GreenLight Series C Preferred Stock and (d) 1,103,874 shares of GreenLight Series D Preferred Stock, in each case held by MLS Capital Fund II, LP (“MLS ”). Mr. Kishore, a director of GreenLight, is the Manager of MLS and has the power to vote, or to direct the voting of, the shares of GreenLight Stock held by MLS. By virtue of the foregoing, Mr. Kishore may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by MLS. Mr. Kishore disclaims beneficial ownership of these shares of |
GreenLight Stock except to the extent of any pecuniary interest therein. The business address of MLS and Mr. Kishore is 100 Montgomery Street, Suite 2190, San Francisco, CA 94104. |
(7) | Includes (a)(1) 308,284 shares of GreenLight Series C Preferred Stock, (2) 203,495 shares of GreenLight Series D Preferred Stock and (3) 104,177 shares of GreenLight Series D Preferred Stock issuable upon conversion of a GreenLight Convertible Note having an aggregate principal amount of $174,006 and accrued but unpaid interest of $14,742 as of December 31, 2021, in each case held by BVP V Affiliates Fund Limited Partnership, (b)(1) 327,367 shares of GreenLight Series C Preferred Stock, (2) 216,090 shares of GreenLight Series D Preferred Stock and (3) 98,105 shares of GreenLight Series D Preferred Stock issuable upon conversion of a GreenLight Convertible Note having an aggregate principal amount of $163,864 and accrued but unpaid interest of $13,883 as of December 31, 2021, in each case held by BVP V Special Affiliates Limited Partnership, and (c)(1) 3,127,048 shares of GreenLight Series C Preferred Stock, (2) 2,064,131 shares of GreenLight Series D Preferred Stock and (3) 995,115 shares of GreenLight Series D Preferred Stock issuable upon conversion of a GreenLight Convertible Note having an aggregate principal amount of $1,662,130 and accrued but unpaid interest of $140,819 as of December 31, 2021, in each case held by Baird Venture Partners V Limited Partnership (together with BVP V Affiliates Fund Limited Partnership and BVP V Special Affiliates Limited Partnership, “ Baird ”). Mr. Michael Liang, a director of GreenLight, is the Director of Baird and has the power to vote, or to direct the voting of, the shares of GreenLight Stock held by Baird. By virtue of the foregoing, Mr. Liang may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by Baird. Mr. Liang disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address of Baird and Mr. Liang is 277 W. Monroe St., Suite 1900, Chicago, IL 60606. |
(8) | Unless otherwise noted, the business address of each of the directors and named executive officers of GreenLight is 200 Boston Avenue, Suite 3100, Medford, MA 02155. |
(9) | Mr. Jason Dinges, an investment professional and intellectual property counsel at Morningside Technology Advisory LLC, disclaims beneficial ownership of shares held by Morningside as described in footnote 3. |
(10) | Includes (a) 1,223,651 shares of GreenLight Common Stock, (b) 3,747,548 shares of GreenLight Common Stock subject to GreenLight Options exercisable within 60 days of the Ownership Date and (c) 122,591 shares of GreenLight Common Stock issuable upon conversion of 122,591 shares of GreenLight Series B Preferred Stock. |
(11) | Includes 1,959,231 shares of GreenLight Common Stock subject to GreenLight Options exercisable within 60 days of the Ownership Date. |
(12) | Includes 609,376 shares of GreenLight Common Stock subject to GreenLight Options exercisable within 60 days of the Ownership Date. |
• | each person who is known to be the beneficial owner of more than 5% of ENVI Class A Common Stock and is expected to be the beneficial owner of more than 5% of shares of New GreenLight Common Stock post-Business Combination; |
• | each of ENVI’s current executive officers and directors; |
• | each person who will become an executive officer or director of New GreenLight post-Business Combination; and |
• | all executive officers and directors of ENVI as a group pre-Business Combination, and all executive officers and directors of New GreenLight post-Business Combination. |
• | a “No Redemption” scenario where (i) no holders of ENVI Class A Common Stock exercise their redemption rights in connection with the Business Combination and (ii) 103,470,217 shares of New GreenLight Common Stock are issued to equityholders of GreenLight in connection with the Merger; and |
• | a “Maximum Redemption” scenario where 20,375,179 shares of ENVI Class A Common Stock are redeemed in connection with the Business Combination for an aggregate payment of approximately $203.8 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account, which represents the estimated maximum number of redemptions that could occur without a failure to satisfy the Aggregate Transaction Proceeds Condition. |
Pre-Business Combination and PIPE Financing |
Post-Business Combination and PIPE Financing |
|||||||||||||||||||||||||||||||
Maximum |
||||||||||||||||||||||||||||||||
No Redemptions |
Redemptions |
|||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
# of Shares of ENVI Class A Common Stock |
% of ENVI Class A Common Stock |
# of Shares of ENVI Class B Common Stock |
% of ENVI Class B Common Stock |
# of Shares of New GreenLight Common Stock |
% of New GreenLight Common Stock |
# of Shares of New GreenLight Common Stock |
% of New GreenLight Common Stock |
||||||||||||||||||||||||
5% or Greater Holders of ENVI |
||||||||||||||||||||||||||||||||
Canaccord Genuity Group Inc. (1) |
— | — | 1,552,500 | 30.0 | % | 1,552,500 | 1.1 | % | 1,552,500 | 1.3 | % | |||||||||||||||||||||
HB Strategies LLC (2) |
1,000,000 | 4.8 | % | 3,105,000 | 60.0 | % | 4,105,000 | 2.9 | % | 3,105,000 | 2.6 | % | ||||||||||||||||||||
Highbridge Funds (3) |
1,792,381 | 8.7 | % | — | — | 1,792,381 | * | — | — | |||||||||||||||||||||||
Directors and Officers of ENVI (4) |
||||||||||||||||||||||||||||||||
Daniel Coyne |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Marc Marano |
— | — | — | — | — | — | — | — |
Pre-Business Combination and PIPE Financing |
Post-Business Combination and PIPE Financing |
|||||||||||||||||||||||||||||||
Maximum |
||||||||||||||||||||||||||||||||
No Redemptions |
Redemptions |
|||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner |
# of Shares of ENVI Class A Common Stock |
% of ENVI Class A Common Stock |
# of Shares of ENVI Class B Common Stock |
% of ENVI Class B Common Stock |
# of Shares of New GreenLight Common Stock |
% of New GreenLight Common Stock |
# of Shares of New GreenLight Common Stock |
% of New GreenLight Common Stock |
||||||||||||||||||||||||
Andrew Viles |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Jennifer Pardi |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Deval Patrick |
— | — | 172,500 | 3.3 | % | 172,500 | * | 172,500 | * | |||||||||||||||||||||||
David Brewster |
— | — | 172,500 | 3.3 | % | 172,500 | * | 172,500 | * | |||||||||||||||||||||||
Dean Seavers |
— | — | 172,500 | 3.3 | % | 172,500 | * | 172,500 | * | |||||||||||||||||||||||
All directors and executive officers as a group (seven individuals) |
— | — | 517,500 | 10.0 | % | 517,500 | * | 517,500 | * | |||||||||||||||||||||||
5% or Greater Holders of New GreenLight |
||||||||||||||||||||||||||||||||
S2G Ventures (5) |
— | — | — | — | 15,776,001 | 11.2 | % | 15,776,001 | 13.1 | % | ||||||||||||||||||||||
Morningside Venture Investments Limited (6) |
— | — | — | — | 13,802,359 | 9.8 | % | 13,802,359 | 11.4 | % | ||||||||||||||||||||||
Kodiak Venture Partners (7) |
— | — | — | — | 9,767,496 | 6.9 | % | 9,767,496 | 8.1 | % | ||||||||||||||||||||||
Fall Line Endurance Fund, LP (8) |
— | — | — | — | 8,863,014 | 6.3 | % | 8,863,014 | 7.3 | % | ||||||||||||||||||||||
Directors and Officers of New GreenLight (9) |
— | — | — | — | ||||||||||||||||||||||||||||
Matthew Walker (5) |
— | — | — | — | 15,776,001 | 11.2 | % | 15,776,001 | 13.1 | % | ||||||||||||||||||||||
Eric O’Brien (8) |
— | — | — | — | 8,863,014 | 6.3 | % | 8,863,014 | 7.3 | % | ||||||||||||||||||||||
Ganesh Kishore (10) |
— | — | — | — | 5,793,752 | 4.1 | % | 5,793,752 | 4.8 | % | ||||||||||||||||||||||
Dr. Andrey Zarur (11) |
— | — | — | — | 3,375,773 | 2.3 | % | 3,375,773 | 2.7 | % | ||||||||||||||||||||||
Carole Cobb (12) |
— | — | — | — | 1,298,428 | * | 1,298,428 | 1.1 | % | |||||||||||||||||||||||
Charles Cooney |
— | — | — | — | 303,994 | * | 303,994 | * | ||||||||||||||||||||||||
Susan E. Keefe (13) |
— | — | — | — | 403,848 | * | 403,848 | * | ||||||||||||||||||||||||
All directors and executive officers as a group (9 individuals) |
— | — | — | — |
* | Less than 1%. |
(1) | Held directly by CG Investments Inc. VI, our sponsor and excludes 600,000 Insider Warrants owned by the Sponsor. Canaccord Genuity Group Inc. is the sole shareholder of our sponsor CGGI and an affiliate of Canaccord. Canaccord Genuity Group Inc. CGGI disclaims beneficial ownership over any securities directly held by our sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly. The business address for Canaccord Genuity Group Inc. is 535 Madison Avenue, New York, New York 10022. |
(2) | Excludes 2,000,000 private placement warrants, 500,000 public warrants and 600,000 shares of ENVI Class A Common Stock to be purchased by Tech Opportunities LLC, an affiliate of Hudson Bay Capital Management, LP (“ Hudson Bay ”) in connection with the PIPE Financing. Hudson Bay is the investment manager of HB Strategies LLC and has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay. Each of HB Strategies LLC and Mr. Gerber disclaims beneficial ownership over these securities. The business address for HB Strategies LLC is c/o Hudson Bay Capital Management LP, 28 Havemeyer Place, 2nd Floor Greenwich CT 06830. |
(3) | Based on publicly available information and the Schedule 13G filed by Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Oportunity Fund, L.P. (collectively, the “ Highbridge Funds ”). The business address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, New York 10172 and the business address of the Highbridge Funds is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands. |
(4) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Environmental Impact Acquisition Corp., 535 Madison Avenue, New York, New York 10022. |
(5) | Includes (a) 2,078,023 shares held by S2G Ventures Fund I, L.P., (b) 8,540,162 shares held by S2G Ventures Fund II, L.P.; (c) 3,657,816 shares held by S2G Ventures Fund III, L.P.; and (d) 1,500,000 shares held by S2G Builders Food & Agriculture Fund I, L.P. The General Partner of S2G Ventures Fund I, L.P. is S2G Ventures, LLC. The General Partner of S2G Ventures Fund II, L.P. is S2G Ventures II, LLC. The General Partner of S2G Ventures Fund III, L.P. is S2G Ventures III, LLC. The General Partner of S2G Builders Food & Agriculture III, L.P. is Builders Vision, LLC. Mr. Matthew Walker, a director of GreenLight and a director-nominee of New GreenLight, is a Managing Director at S2G Ventures. Each of S2G Ventures, LLC, S2G Ventures II, LLC, S2G Ventures III, LLC and Builders Vision, LLC has the power to vote or direct the voting of the shares of GreenLight Stock held by the respective S2G Ventures fund managed. By virtue of the foregoing, each of S2G Ventures LLC, S2G Ventures II, LLC, S2G Ventures III, LLC and Builders Vision, LLC may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by the respective S2G Ventures fund managed. Mr. Walker disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address for S2G Ventures (other than S2G Builders Food & Agriculture Fund III, L.P.) is PO Box 1860, Bentonville, AR 72712. The address for S2G Builders Food & Agriculture Fund III, L.P. is 9218 Metcalf Ave. #238, Overland Park, KS 66212. |
(6) | Represents shares held by Morningside Venture Investments Limited (“ Morningside ”). Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho are the directors of Morningside and have shared voting power over the securities held by Morningside. Each of these individuals disclaims beneficial ownership of the shares owned by Morningside. The address of Morningside is c/o THC Management Services S.A.M., 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, MC 98000, Monaco. |
(7) | Includes (a) 235,715 shares held by Kodiak Venture Partners III, L.P., and (b) 9,531,781 shares held by Kodiak III Entrepreneurs Fund, L.P. (together with Kodiak Venture Partners III, L.P. “ Kodiak ”). Kodiak Ventures Management III, L.P. (“Kodiak Ventures ”) is the General Partner for Kodiak, Kodiak Venture Management (GP), LLC is the General Partner for Kodiak Ventures and Kodiak Ventures Management Company, Inc. is the Member of Kodiak Ventures Management (GP), LLC. Mr. David Furneaux is the Chief Executive Officer of Kodiak Ventures Management Company, Inc. Each therefore has the power to vote, or direct the voting of, the shares of GreenLight Stock held by Kodiak. By virtue of the foregoing, each of Kodiak Venture Partners and Mr. Furneaux may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by Kodiak. Mr. Furneaux disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address for Kodiak and Mr. Furneaux is P.O. Box 550225, Waltham, MA 02455. |
(8) | Represents shares held by Fall Line Endurance Fund, LP (“ Fall Line ”). Mr. Eric O’Brien, a director of GreenLight, is the co-founder and Managing Director of Fall Line and has the power to vote, or to direct the voting of, the shares of GreenLight Stock held by Fall Line. By virtue of the foregoing, Mr. O’Brien may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares of GreenLight Stock held by Fall Line. Mr. O’Brien disclaims beneficial ownership of these shares of GreenLight Stock except to the extent of any pecuniary interest therein. The business address of Fall Line and Mr. O’Brien is 119 South B Street, Suite B, San Mateo, CA 94401. |
(9) | Unless otherwise noted, the business address of each of the directors and named executive officers of GreenLight is 200 Boston Avenue, Suite 3100, Medford, MA 02155. |
(10) | Represents shares held by MLS. Mr. Kishore, a director of GreenLight, is the Manager of MLS and has the power to vote, or to direct the voting of, the shares held by MLS. By virtue of the foregoing, Mr. Kishore |
may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares held by MLS. Mr. Kishore disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. The business address of MLS and Mr. Kishore is 100 Montgomery Street, Suite 2190, San Francisco, CA 94104. |
(11) | Includes (a) 892,186 shares and (b) 2,483,587 shares subject to New GreenLight Options exercisable within 60 days of the Ownership Date. |
(12) | Represents shares subject to New GreenLight Options exercisable within 60 days of the Ownership Date. |
(13) | Represents shares subject to New GreenLight Options exercisable within 60 days of the Ownership Date. |
• | the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of ENVI or GreenLight’s total assets, as applicable, at year-end for the last two completed fiscal years; and |
• | a director, executive officer, holder of more than 5% of the outstanding capital stock of ENVI or GreenLight, or any member of such person’s immediate family had or will have a direct or indirect material interest. |
Name |
GreenLight Convertible Note Principal Amount |
Total Purchase Price |
||||||
S2G Ventures Fund II, L.P. (1) |
$ | 3,000,000 | $ | 3,000,000 | ||||
Fall Line Endurance Fund, LP (2) |
$ | 2,000,000 | $ | 2,000,000 | ||||
Baird Venture Partners V Limited Partnership (3) |
$ | 1,662,130 | $ | 1,662,130 | ||||
BVP V Affiliates Fund Limited Partnership (3) |
$ | 174,006 | $ | 174,006 | ||||
BVP Special Affiliates Limited Partnership (3) |
$ | 163,864 | $ | 163,864 |
(1) | Matthew Walker was a member of the GreenLight board of directors at the time of the issuance of the GreenLight Convertible Notes and has continuously served on the GreenLight board of directors since that |
time. S2G Ventures Fund II, L.P. (“ S2G II ”) and its affiliated funds, S2G Ventures Fund I, L.P. and S2G Builders Food & Agriculture Fund III, L.P., held more than 5% of GreenLight’s outstanding capital stock at the time of issuance of the GreenLight Convertible Notes to S2G II and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the issuance of the GreenLight Convertible Notes. It is expected that Mr. Walker will serve on the New GreenLight Board. |
(2) | Eric O’Brien was a member of the GreenLight board of directors at the time of the issuance of the GreenLight Convertible Notes and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of Fall Line Endurance Fund L.P. (“ Fall Line ”). Fall Line held more than 5% of GreenLight’s outstanding capital stock at the time of issuance of the GreenLight Convertible Notes to Fall Line and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the issuance of the GreenLight Convertible Notes. It is expected that Mr. O’Brien will serve on the New GreenLight Board. |
(3) | Michael Liang was a member of the GreenLight board of directors at the time of the issuance of the GreenLight Convertible Notes and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of each of Baird Venture Partners V Limited Partnership, BVP V Affiliates Fund Limited Partnership and BVP Special Affiliates Limited Partnership (all such funds collectively, “ Baird ”). Baird held less than 5% of GreenLight’s outstanding capital stock at the time of GreenLight Convertible Note Financing. |
Name |
Number of Shares |
Total Purchase Price |
||||||
Morningside Venture Investments Limited (1) |
19,317,805 | $ | 34,999,999 | |||||
S2G Builders Food & Agriculture Fund III, L.P. (2) |
5,519,372 | $ | 9,999,998 | |||||
S2G Ventures Fund II, L.P. (2) |
3,863,561 | $ | 7,000,000 | |||||
Fall Line Endurance Fund, LP (3) |
3,311,623 | $ | 5,999,999 | |||||
Baird Venture Partners V Limited Partnership (4) |
2,064,131 | $ | 3,739,793 | |||||
BVP Special Affiliates Limited Partnership (4) |
216,090 | $ | 391,512 | |||||
BVP V Affiliates Fund Limited Partnership (4) |
203,495 | $ | 368,692 | |||||
Series Greenlight 2, A Separate Series of BlueIO Growth LLC (5) |
1,421,238 | $ | 2,574,999 | |||||
MLS Capital Fund II, L.P. (6) |
1,103,874 | $ | 1,999,999 |
(1) | Jason Dinges is a member of the GreenLight board of directors. Mr. Dinges joined the GreenLight board of directors at the time of the closing of the GreenLight Series D Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. Morningside acquired more than 5% of GreenLight’s outstanding capital stock in the GreenLight Series D Preferred Stock Financing. |
(2) | Matthew Walker was a member of the GreenLight board of directors at the time of the GreenLight Series D Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. S2G Ventures held more than 5% of GreenLight’s outstanding capital stock at the time of the GreenLight Series D Preferred Stock Financing and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the GreenLight Series D Preferred Stock Financing. It is expected that Mr. Walker will serve on the New GreenLight Board. |
(3) | Eric O’Brien was a member of the GreenLight board of directors at the time of the GreenLight Series D Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of Fall Line. Fall Line held more than 5% of GreenLight’s outstanding capital stock at the time of the GreenLight Series D Preferred Stock Financing and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the GreenLight Series D Preferred Stock Financing. It is expected that Mr. O’Brien will serve on the New GreenLight Board. |
(4) | Michael Liang was a member of the GreenLight board of directors at the time of the GreenLight Series D Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of Baird. Baird held less than 5% of GreenLight’s outstanding capital stock at the time of GreenLight Series D Preferred Stock Financing. |
(5) | David Furneaux was a member of the GreenLight board of directors at the time of the GreenLight Series D Preferred Stock Financing. Mr. Furneaux joined the board of directors in July 2013 and served on the GreenLight board of directors until the initial closing of the GreenLight Series D Preferred Stock Financing. During this period, he was an affiliate of Series Greenlight 2, A Separate Series of BlueIO Growth LLC (“ Series Greenlight 2 ”). Series Greenlight 2 held less than 5% of GreenLight’s outstanding capital stock at the time of GreenLight’s Series D Preferred Stock Financing. |
(6) | Ganesh Kishore was a member of the GreenLight board of directors at the time of the GreenLight Series D Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of MLS Capital Fund II, L.P. (“ MLS ”). MLS held more than 5% of GreenLight’s outstanding capital stock at the time of the GreenLight Series D Preferred Stock Financing and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the GreenLight Series D Preferred Stock Financing. It is expected that Mr. Kishore will serve on the New GreenLight Board. |
Name |
Number of Shares |
Total Purchase Price |
||||||
S2G Ventures Fund I, L.P. (1) |
3,135,582 | $ | 4,985,575 | |||||
S2G Ventures Fund II, L.P. (1) |
3,135,583 | $ | 4,985,576 | |||||
Baird Venture Partners V Limited Partnership (2) |
3,762,699 | $ | 5,982,691 | |||||
Fall Line Endurance Fund, LP (3) |
3,135,583 | $ | 4,985,576 | |||||
Kodiak Venture Partners III, L.P. (4) |
2,753,920 | $ | 4,378,733 | |||||
Kodiak III Entrepreneurs Fund, L.P. (4) |
68,104 | $ | 108,285 | |||||
Series Greenlight, a Separate Series of BlueIO Growth LLC (4) |
1,301,266 | $ | 2,074,999 | |||||
Furneaux Capital Holdco, LLC (dba BlueIO) (4) |
188,134 | $ | 299,998 | |||||
MLS Capital Fund II, L.P. (5) |
1,881,350 | $ | 2,991,357 |
(1) | Matthew Walker is a member of the GreenLight board of directors. Mr. Walker joined the board of directors at the time of the closing of the GreenLight Series C Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. S2G Ventures acquired more than 5% of GreenLight’s outstanding capital stock in the GreenLight Series C Preferred Stock Financing. It is expected that Mr. Walker will serve on the New GreenLight Board. |
(2) | Michael Liang is a member of the GreenLight board of directors. Mr. Liang joined the board of directors at the time of the closing of the GreenLight Series C Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of Baird. Baird acquired more than 5% of GreenLight’s outstanding capital stock in the GreenLight Series C Preferred Stock Financing. |
(3) | Eric O’Brien was a member of the GreenLight board of directors at the time of the GreenLight Series C Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of Fall Line. Fall Line held more than 5% of GreenLight’s outstanding capital stock at the time of the GreenLight Series C Preferred Stock Financing and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the GreenLight Series C Preferred Stock Financing. It is expected that Mr. O’Brien will serve on the New GreenLight Board. |
(4) | David Furneaux was a member of the GreenLight board of directors at the time of the GreenLight Series C Preferred Stock Financing. Mr. Furneaux joined the board of directors in June 2013 and served on the GreenLight board of directors until the initial closing of the GreenLight Series D Preferred Stock Financing. During this period, he was an affiliate of (i) Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P. (collectively, “ Kodiak ”), (ii) Series Greenlight 2 and Series Greenlight, a Separate Series of BlueIO Growth LLC “(collectively, “Series Greenlight ”) and (iii) Furneaux Capital Holdco, LLC (dba BlueIO) (“Furneaux Capital ” and, together with Series Greenlight, “BlueIO ”). Kodiak acquired more than 5% of GreenLight’s outstanding capital stock in the GreenLight Series C Preferred Stock Financing. BlueIO held less than 5% of GreenLight’s outstanding capital stock at the time of GreenLight Series C Preferred Stock Financing. |
(5) | Ganesh Kishore was a member of the GreenLight board of directors at the time of the GreenLight Series C Preferred Stock Financing and has continuously served on the GreenLight board of directors since that time. During this period, he has been an affiliate of MLS. MLS held more than 5% of GreenLight’s outstanding capital stock at the time of the GreenLight Series C Preferred Stock Financing and has continuously held more than 5% of GreenLight’s outstanding capital stock at all times since the GreenLight Series C Preferred Stock Financing. It is expected that Mr. Kishore will serve on the New GreenLight Board. |
• | the Subscription Agreements, which were executed and delivered by the following holders of more than 5% of GreenLight’s outstanding capital stock, as follows: |
Name |
Number of Shares |
Subscription Amount |
||||||
S2G Builders Food & Agriculture Fund III, L.P. (1) |
1,500,000 | $ | 15,000,000 | |||||
Morningside Venture Investments Limited |
1,000,000 | $ | 10,000,000 | |||||
Fall Line Endurance Fund, LP |
700,000 | $ | 7,000,000 | |||||
MLS Capital Fund II, L.P. |
75,000 | $ | 750,000 |
(1) | S2G Builders Food & Agriculture Fund III, L.P. is affiliated with S2G Ventures. |
• | the Transaction Support Agreements, which were executed and delivered by the following holders of more than 5% of GreenLight’s outstanding capital stock: Fall Line, Khosla, Kodiak, MLS, Morningside, and S2G Ventures; and |
• | the Investor Rights Agreement, which was executed and delivered by the following holders of more than 5% of GreenLight’s outstanding capital stock: Fall Line, Khosla, Kodiak, MLS, Morningside, and S2G Ventures. |
• | any person who is, or at any time during the applicable period was, one of New GreenLight’s directors or executive officers; |
• | any person who is known by New GreenLight to be the beneficial owner of more than 5% of its voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest. |
GreenLight |
New GreenLight | |
Authorized Capital Stock | ||
GreenLight Common Stock GreenLight Preferred Stock A-1 Preferred Stock, 7,018,203 of which are designated as Series A-2 Preferred Stock, 8,647,679 of which are designated as Series A-3 Preferred Stock, 21,245,353 of which are designated as Series B Preferred Stock, 35,152,184 of which are designated as Series C Preferred Stock and 71,019,827 of which are designated as Series D Preferred Stock. As of August 31, 2021, there were outstanding 2,807,571 shares of GreenLight Series A-1 Preferred Stock, 6,993,693 shares of GreenLight Series A-2 Preferred Stock, 8,629,505 shares of GreenLight Series A-3 Preferred Stock, 21,245,353 shares of GreenLight Series B Preferred Stock, 35,092,183 shares of GreenLight Series C Preferred Stock and 60,184,332 shares of GreenLight Series D Preferred Stock. |
New GreenLight Common Stock New GreenLight Preferred Stock Change in Authorized Shares | |
Undesignated Preferred Stock | ||
GreenLight is not currently authorized to issue any undesignated series of preferred stock. | The New GreenLight Board is authorized to provide for, out of the unissued shares of New GreenLight Preferred Stock, one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the New GreenLight Board providing for the issuance of such series. |
GreenLight |
New GreenLight | |
Conversion | ||
There are no conversion rights relating to GreenLight Common Stock. At any time, each holder of GreenLight Preferred Stock has the right, at its option, to convert any or all of such holder’s GreenLight Preferred Stock into GreenLight Common Stock at the then-effective Conversion Price. Each GreenLight Preferred Share is currently convertible into such number of shares of GreenLight Common Stock as is determined by dividing the applicable Original Issue Price (as defined in GreenLight’s Certificate of Incorporation) for such series of preferred stock by the applicable Conversion Price (as defined in GreenLight’s Certificate of Incorporation) for such series in effect at the time of conversion. GreenLight’s Certificate of Incorporation includes provisions to reduce the applicable Conversion Price of each series of GreenLight Preferred Stock for specified issuances of shares (or deemed issuances of shares) below the then-applicable Conversion Price for such series, subject to customary exclusions. |
There are no conversion rights relating to the New GreenLight Common Stock. | |
Number of Directors | ||
The stockholders at the annual meeting of GreenLight will determine the number of directors, and the number of directors may be increased or decreased by GreenLight’s stockholders or the board of directors by a vote of a majority of directors then in office, except that any such decrease by vote of the directors will only be made to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. | Subject to the rights of the holders of any New GreenLight Preferred Stock that may be issued in the future, the number of directors that constitutes the New GreenLight Board shall be determined from time to time by the New GreenLight Board. | |
Classified Board Structure; Term of Office | ||
GreenLight does not have a classified board structure. Each GreenLight director will hold office until the next annual meeting of GreenLight stockholders. Each GreenLight director will continue to hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. |
New GreenLight has a classified board structure. The New GreenLight Board will be divided into three classes, as nearly equal in number as possible, and designated Class I, Class II and Class III. The terms of the initial Class I directors, Class II directors and Class III directors will expire at the first, second and third annual meetings of the New GreenLight stockholders, respectively, after the Business Combination. At each annual meeting of the New GreenLight stockholders after the Business Combination, each of the successors elected to replace the class of directors whose term expires at that annual meeting will be elected for a term expiring at the third annual meeting of the New GreenLight stockholders thereafter. |
GreenLight |
New GreenLight | |
Each director will hold continue to office until the election and qualification of his or her successor, or until his or her earlier death, resignation, disqualification or removal. | ||
Election of Directors | ||
The holders of record of the shares of each of the GreenLight Series A Preferred Stock, GreenLight Series B Preferred Stock, GreenLight Series C Preferred Stock and GreenLight Series D Preferred Stock, each voting exclusively and as a separate class, are entitled to elect one director of GreenLight, or a total of four directors in the aggregate (the “ Preferred Directors Common Director If the holders of GreenLight shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, then any directorship not so filled will remain vacant until the holders of such series or class of stock elect a person to fill such directorship by vote or written consent. No such directorship may be filled by stockholders of GreenLight other than by the stockholders of GreenLight that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect a director. |
Following the Business Combination, subject to the rights of the holders of any New GreenLight Preferred Stock that may be issued in the future, holders of shares of New GreenLight Common Stock will have the exclusive right to vote for the election of directors, at any annual or special meeting of the stockholders of New GreenLight. At any meeting of New GreenLight stockholders, the election of directors will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. |
GreenLight |
New GreenLight | |
Vacancies on the Board of Directors | ||
Vacancies on the GreenLight board of directors and any newly created directorships resulting from an increase in the number of directors may be filled by vote of the stockholders at a meeting called for such purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board effective at a future date, a majority of the directors then in office, including those who have resigned, will have power to fill such vacancy or vacancies, the vote or action in writing thereon to take effect when such resignation or resignations become effective; provided however, that any vacancy in any directorship filled by the holders of a specific class or series, may be filled only by the affirmative vote or written consent of the holders of such class or series. | Subject to the special rights of the holders of any series of New GreenLight Preferred Stock to elect directors, newly created directorships resulting from an increase in the number of directors and any vacancies on the New GreenLight Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and not by stockholders. Any director so chosen will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | |
Removal of Directors | ||
The Preferred Directors and the Common Director may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors. The Preferred Directors and the Common Director may be removed with cause by the holders of a majority of the stock issued and outstanding and entitled to vote at an election of directors. Any director of the GreenLight Board who is not a Preferred Director or the Common Director may be removed, with or without cause, by the holders of a majority of the stock issued and outstanding and entitled to vote at an election of directors. No director removed shall have any right to receive compensation as such director for any period following removal unless the body acting in the removal, in its discretion, provides for compensation. |
Subject to the rights of holders of any New GreenLight Preferred Stock to elect and remove any directors whom such holders have the right to elect, any director may be removed at any time, but only for cause and only by the affirmative vote of at least a majority of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class. | |
Voting | ||
Each GreenLight Common Share is entitled to one vote at all meetings of stockholders and written actions in lieu of meetings. On any matter presented to the GreenLight stockholders, the holders of GreenLight Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of GreenLight Common Stock into which the shares of Preferred Stock are convertible as of the record date for determining stockholders entitled to vote on such matter. |
Each share of New GreenLight Common Stock is entitled to one vote on each matter submitted to a vote of stockholders. |
GreenLight |
New GreenLight | |
Preferred Stock Protective Provisions | ||
At any time when at least 2,000,000 shares of Preferred Stock are outstanding, neither GreenLight nor any subsidiary of GreenLight may, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis:liquidate, dissolve or wind-up the business and affairs of GreenLight, effect any Deemed Liquidation Event (as defined in the GreenLight Certificate of Incorporation), or effect a reorganization or recapitalization, or enter into a merger, acquisition, sale or other disposition of substantially all the assets of GreenLight in which the stockholders of GreenLight immediately prior to such transaction do not own at least two-thirds of the capital stock of the surviving or resulting corporation, or consent to any of the foregoing (any of the foregoing, a “Liquidation Event A-3 Original Issue Price (as defined in the GreenLight Certificate of Incorporation), only the written consent or affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted basis, shall be required for this purpose;amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of GreenLight; create, authorize, issue or obligate itself to issue shares of any additional class or series of capital stock unless it ranks junior to each series of the Preferred Stock with respect to the distribution of assets on liquidation, dissolution or winding up, the payment of dividends, and rights of redemption; change the authorized number of shares of Common Stock or Preferred Stock; |
Not applicable. |
GreenLight |
New GreenLight | |
reclassify, alter or amend any existing security of GreenLight that is pari passu with any series of the Preferred Stock in respect of the distribution of assets on liquidation, dissolution or winding up, the payment of dividends or rights of redemption, if doing so would render such other security senior to such series of Preferred Stock in respect of any such right, preference or privilege; reclassify, alter or amend any existing security of GreenLight that is junior to any series of Preferred Stock in respect of the distribution of assets on liquidation, dissolution or winding up, the payment of dividends or rights of redemption, if such action would render such other security senior to or pari passu with such series of Preferred Stock in respect of any such right, preference or privilege; purchase or redeem, or pay or declare any dividend or make any distribution on, any shares of capital stock of GreenLight, subject to specified exceptions; create, authorize, issue or authorize the issuance of any debt security, other than equipment leases or bank lines of credit, unless such debt security has received the prior approval of the Board, including the approval of a majority of the Preferred Directors then serving on the Board; change the number of directors constituting the Board; or change the principal line of business of GreenLight. In addition, neither GreenLight nor any subsidiary of GreenLight may, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of a majority of the outstanding shares of Series C Preferred Stock, voting together as a separate class, and the holders of a majority of the outstanding shares of Series D Preferred Stock, voting together as a separate class: effect a Liquidation Event; |
GreenLight |
New GreenLight | |
amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of GreenLight (to the extent such event would adversely affect such class); create, authorize, issue or obligate itself to issue shares of any additional class or series of capital stock unless it ranks junior to such series of the Preferred Stock with respect to the distribution of assets on liquidation, dissolution or winding up, the payment of dividends, and rights of redemption; purchase or redeem, or pay or declare any dividend or make any distribution on, any shares of capital stock of GreenLight junior to such series; create, authorize, issue or authorize the issuance of any debt security unless such debt security has received the prior approval of the Board; create or hold capital stock in any subsidiary that is not a wholly owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or increase or decrease the authorized number of directors constituting the Board. The above provisions apply, in the case of the Series D Preferred Stock, whenever at least 13,046,416 shares are outstanding and, in the case of the Series C Preferred Stock, whenever at least 7,798,850 shares are outstanding, in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization. |
||
Special Meeting of the Board of Directors | ||
Special meetings of the GreenLight board of directors may be held at any time and at any place as designated in the notice of the meeting, when called by the President, or by one-third or more in number of the directors, reasonable notice thereof being given to each director. |
Special meetings of the New GreenLight board of directors may be called by the Chairman of the Board or Chief Executive Officer (or, if the Corporation has no Chief Executive Officer, the President) and must be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and will be held at such time, date and place as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. |
GreenLight |
New GreenLight | |
Amendment to Certificate of Incorporation | ||
Under Delaware law, an amendment to a certificate of incorporation generally requires the affirmative vote of a majority of the outstanding shares of stock entitled to vote thereon and a majority of the outstanding shares of stock of each class entitled to vote thereon as a class. See “ Preferred Stock Protective Provisions |
Subject to the rights of the holders of any New GreenLight Preferred Stock that may be issued in the future, in addition to any vote required by applicable law or the certificate of incorporation or bylaws of New GreenLight, the affirmative vote of the holders of at least 75% of the voting power of all then-outstanding shares of capital stock of New GreenLight entitled to vote generally in the election of directors, voting together as a single class, is required to reduce the authorized number of shares of New GreenLight Preferred Stock or to amend, alter, change or repeal, or adopt any provision inconsistent with, the following provisions of the Proposed Charter: Section 4.2, which relates to the authorization and designation of New GreenLight Preferred Stock; Article V, which relates to the number, powers and term of the New GreenLight Board, the filling of vacancies in the New GreenLight Board and the removal of directors; Article VI, which relates to the amendment, alteration, repeal or adoption of bylaws; Article VII, which relates to the calling of meetings of stockholders, notice requirements for stockholder proposals and director nominations and the prohibition of actions by written consent of stockholders; Article IX, which relates to the amendment, alteration, change or repeal of any provision of the Proposed Charter; and Article X, which relates to exclusive forum provisions for certain lawsuits. For an amendment of any other provision of the Proposed Charter, the Proposed Charter applies Delaware law, which allows an amendment to a certificate of incorporation generally with the affirmative vote of a majority of the outstanding shares of stock entitled to vote thereon. |
GreenLight |
New GreenLight | |
Amendment of Bylaws | ||
The bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders at any regular or special meeting of the stockholders or by the affirmative vote of a majority of the GreenLight board of directors. | The New GreenLight Board may adopt, amend, alter or repeal bylaws by the affirmative vote of a majority of the directors then in office. The adoption, alteration, amendment or repeal of bylaws by the stockholders will generally require the affirmative vote of the holders of at least 75% of the voting power of all of the then-outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. However, if the New GreenLight Board recommends such adoption, amendment, alteration or repeal, such action will only require the affirmative vote of a majority of the then-outstanding shares of capital stock of New GreenLight entitled to vote on such action, voting together as a single class. | |
Quorum | ||
Board of Directors one-third of the total number of directors constituting the whole GreenLight board of directors.Stockholders |
Board of Directors one-third of the total number of directors constituting the New GreenLight Board.Stockholders. | |
Stockholder Action by Written Consent | ||
Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted. | Any action required or permitted to be taken by the stockholders must be effected by a duly called annual meeting or special meeting of the stockholders and may not be effected by written consent of the stockholders. |
GreenLight |
New GreenLight | |
Special Stockholder Meetings | ||
A special meeting of GreenLight’s stockholders may be called at any time by the President and must be called by the President or the Secretary at the request in writing of a majority of the board of directors, or at the request in writing of the holders of at least ten percent of all capital stock of GreenLight issued and outstanding and entitled to vote at such meeting for the purposes prescribed in the notice and at a place, date and time fixed by the board of directors. Business transacted at any special meeting of stockholders shall be confined to the purposes stated in the notice. | The Proposed Bylaws provides that special meetings of stockholders for any purpose or purposes may be called only by the New GreenLight Board acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office. Nominations of persons for election to the New GreenLight Board and stockholder proposals of other business may not be brought before a special meeting of stockholders to be considered by the stockholders, unless the special meeting is held in lieu of an annual meeting, in which case such special meeting will be deemed an annual meeting of the stockholders. | |
Notice of Stockholder Meetings | ||
Written notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. | Written notice stating the place, if any, date and time of each meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be mailed to or transmitted electronically not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. | |
Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | ||
Any proper business, including the election of directors, may be transacted at the annual meeting of stockholders. Business transacted at any special meeting of stockholders is limited to the purposes stated in the notice. | No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in New GreenLight’s notice of meeting (or any supplement thereto) given by or at the direction of the New GreenLight Board, (ii) properly brought before the annual meeting by or at the direction of the New GreenLight Board or (iii) otherwise properly brought before the annual meeting by any stockholder of New GreenLight who is entitled to vote at the meeting, who complies with the requisite notice procedures and who is a stockholder of record both at the time such notice is delivered to the Secretary of New GreenLight and on the record date for the determination of stockholders entitled to vote at such annual meeting. |
GreenLight |
New GreenLight | |
The stockholder must (i) give timely notice thereof in proper written form to the Secretary of New GreenLight, (ii) provide any updates or supplements to such notice at the times and in the forms required by the Proposed Bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the business proposal is made, otherwise act in accordance with the Proposed Bylaws. To be timely, a stockholder’s notice must be received not later than the close of business on the 120th day nor earlier than the close of business on the 150th day before the anniversary date of the immediately preceding annual meeting of stockholders. However, if the annual meeting is more than 30 days before or more than 60 days after that anniversary date (or if there was no prior annual meeting), notice must be received not earlier than the close of business on the 150th day before the meeting and not later than the later of the close of business on the 120th day before the meeting or the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by New GreenLight. | ||
Stockholder Nominations of Persons for Election as Directors | ||
Not applicable. | Nominations of persons for election to the New GreenLight Board may be made at an annual meeting of stockholders, or at any special meeting of stockholders in lieu of an annual meeting, (i) by or at the direction of the New GreenLight Board or (ii) by any stockholder of New GreenLight who is entitled to vote at the meeting, who complies with the requisite notice procedures and who is a stockholder of record both at the time such notice is delivered to the Secretary of New GreenLight and on the record date for the determination of stockholders entitled to vote at such annual meeting. | |
For a nomination to be made by a stockholder, such stockholder must (i) give timely notice thereof in proper written form to the Secretary, (ii) provide any updates or supplements to such notice at the times and in the forms required by the Proposed Bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination is made, otherwise act in accordance with the Proposed Bylaws. To be timely, a stockholder’s notice must be received not later than the close of business on the 120th day nor earlier than the close of business on the 150th day before the anniversary date of the immediately preceding annual meeting of stockholders. However, |
GreenLight |
New GreenLight | |
if the annual meeting is more than 30 days before or more than 60 days after that anniversary date (or if there was no prior annual meeting), notice must be received not earlier than the close of business on the 150th day before the meeting and not later than the later of the close of business on the 120th day before the meeting or the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by New GreenLight. | ||
Limitation of Liability of Directors and Officers | ||
To the fullest extent permitted by the DGCL, a director of GreenLight will not be personally liable to GreenLight or its stockholders for monetary damages for breach of fiduciary duty owed to GreenLight and its stockholders. If the DGCL or any other law of the state of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of GreenLight shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. The amendment, repeal or modification of this provision in GreenLight’s Certificate of Incorporation will not eliminate, reduce or adversely affect any right or protection of, or increase the liability of, a director of GreenLight with respect to any act or omission occurring before such amendment, repeal or modification. |
No director of New GreenLight will be personally liable to New GreenLight or its stockholders for monetary damages for breach of fiduciary duty owed to New GreenLight or its stockholders, except to the extent such elimination of liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Additionally, if the Public Benefit Corporation Proposal is approved and adopted, directors must balance (i) the pecuniary interests of the stockholders, (ii) the best interest of stakeholders materially affected by the public benefit corporation’s conduct and (iii) the specific public benefit identified in the amended and restated certificate of incorporation. However, directors are not subject to the traditional duty to maximize short-term stockholder value. Neither the amendment, repeal or modification of the relevant provision of the Proposed Charter, nor, to the fullest extent permitted by the DGCL, any modification of law, will adversely affect any right or protection of a director of New GreenLight with respect to any act or omission occurring prior to such amendment, repeal or modification. If the DGCL is amended after approval by the stockholders of the relevant provision of the Proposed Charter to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of directors of New GreenLight will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. |
GreenLight |
New GreenLight | |
Indemnification of Directors, Officers, Employees and Agents | ||
GreenLight will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person for any proceeding by reason of the fact that such person is or was a director, officer or agent of GreenLight or, while a director or officer, is or was serving at the request of GreenLight as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, The right to indemnification covers all expenses, liability and loss reasonably incurred or suffered by such person in connection with any such proceeding, but an advancement of expenses will be made only upon delivery to GreenLight of an undertaking by or on behalf of the indemnitee to repay all amounts so advanced if it should be determined that the indemnitee is not entitled to be indemnified for the expenses. Notwithstanding the foregoing, GreenLight will not be required to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Any amendment, repeal or modification of the indemnification provisions in the GreenLight Certificate of Incorporation will not adversely affect any right or protection of a director, officer or other agent of GreenLight existing at the time of such amendment, repeal or modification. |
New GreenLight will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person for any proceeding by reason of the fact that such person is or was a director or officer of New GreenLight or, while a director or officer, is or was serving at the request of New GreenLight as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent. The right to indemnification covers all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, penalties, excise taxes under the Employee Retirement Income Security Act of 1974, as amended from time to time, and amounts paid in settlement) incurred by such person in connection with any such proceeding. An indemnitee will also have the right to be reimbursed for the expenses (including attorneys’ fees) reasonably incurred in defending or otherwise participating in a proceeding in advance of its final disposition, provided, however, that if required by law any such reimbursement will be made only upon receipt of an undertaking by the indemnitee to repay all amounts advanced if it should be determined that the indemnitee is not entitled to be indemnified for the expenses. Except for proceedings to enforce rights to indemnification, New GreenLight will indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the New GreenLight Board. New GreenLight has the power to indemnify and hold harmless, to the fullest extent permitted by applicable law, any employee or agent of New GreenLight who was or is made a party or is otherwise involved in a proceeding by reason of the fact that he or she is or was an employee or agent of New GreenLight or is or was serving at the request of New GreenLight as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such proceeding. |
GreenLight |
New GreenLight | |
Any amendment, alteration, change, or repeal of the indemnification provisions in the New GreenLight Certificate of Incorporation will not adversely affect any right or protection existing at the time of such amendment, alteration, change or repeal. | ||
Dividends, Distributions and Stock Repurchases | ||
GreenLight shall not declare, pay or set aside any dividends on shares of any class or series of capital stock of GreenLight (other than dividends on shares of GreenLight Common Stock payable in shares of Common Stock for which an adjustment is made pursuant to the GreenLight Certificate of Incorporation) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the GreenLight Preferred Stock then outstanding shall first receive, or simultaneously receive, the Accruing Dividends then accrued on each outstanding share of GreenLight Preferred Stock and not previously paid plus an equivalent dividend on an as-converted basis.Dividends accrue at set rates on each share of GreenLight Preferred Stock (together “ Accruing Dividends A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. |
Subject to applicable law and the rights and preferences of the holders of any New GreenLight Preferred Stock that may be issued in the future, and to the other provisions of the Proposed Charter, the holders of GreenLight Common Stock will be entitled to the payment of dividends when, as and if declared by the New GreenLight Board. | |
Liquidation | ||
Upon any liquidation, dissolution, winding up, merger or consolidation of GreenLight, the assets available for distribution to its stockholders will be paid out on a pari passu • First, to holders of GreenLight Series D Preferred Stock then outstanding in an amount per share equal to the Series D Original Issue Price of $1.8118 per share, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid. • Second, to holders of GreenLight Series C Preferred Stock and Series B Preferred Stock then outstanding in an amount per share equal to the applicable Original Issue Price of $1.5946 per share for the Series C Preferred Stock and $0.8565 |
Subject to applicable law and the rights and preferences of the holders of any New GreenLight Preferred Stock that may be issued in the future, in the event of any voluntary or involuntary liquidation, dissolution or winding up of New GreenLight, after payment or provision for payment of the debts and other liabilities of New GreenLight, the holders of shares of New GreenLight Common Stock will be entitled to receive all the remaining assets of New GreenLight available for distribution to its stockholders, ratably in proportion to the number of shares of New GreenLight Common Stock held by them. |
GreenLight |
New GreenLight | |
per share for the Series B Preferred Stock, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. • Third, to holders of GreenLight Series A Preferred Stock then outstanding in an amount per share equal to the applicable Original Issue Price of $1.53 per share for the Series A-1 Preferred Stock, $1.645 per share for the Series A-2 Preferred Stock and $2.3185 per share for the Series A-3 Preferred Stock, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon.• Fifth, to holders of GreenLight Common Stock, pro rata based on the number of shares held by each such holder. |
||
Choice of Forum | ||
Not applicable. | The Proposed Charter provides that, unless New GreenLight gives an Alternative Forum Consent, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of New GreenLight, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New GreenLight to New GreenLight or its stockholders, (iii) any action asserting a claim against New GreenLight, its directors, officers or employees arising pursuant to any provision of the DGCL, the Proposed Charter or New GreenLight’s bylaws, or (iv) any action asserting a claim against New GreenLight, its directors, officers or employees governed by the internal affairs doctrine, subject to certain exceptions. This provision will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, for which claims may be brought in any U.S. federal court, or any other claim for which the federal courts have exclusive jurisdiction. The Proposed Charter also provides that, unless New GreenLight gives an Alternative Forum Consent, the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “ 30-day redemption period |
• | if, and only if, the reported last sale price of New GreenLight Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders. |
• | transfers to New GreenLight or in connection with its liquidation or dissolution; |
• | transfers pursuant to a bona fide business combination or other transaction or series of related transactions involving a change in control of New GreenLight; |
• | the establishment of a Rule 10b5-1 plan, as long as the plan does not provide for the transfer of any Lock-up Securities during the Lock-up Period; |
• | transfers pursuant to a qualified domestic relations order or court order or in connection with a divorce settlement; or |
• | transfers to generate cash to pay the exercise price of, and/or satisfy tax withholding obligations in connection with, the exercise of options expiring within the Lock-up Period (including a “broker-assisted cashless exercise” involving a market sale). |
• | transfers as a bona fide gift or charitable contribution; |
• | transfers to a trust, family limited partnership or other entity formed primarily for estate planning purposes for the primary benefit of specified family members; |
• | transfers by will or intestate succession upon the death of the holder; |
• | if the holder is a corporation, partnership, limited liability company, trust or other business entity, (i) transfers to another entity that controls, is controlled by or is under common control or management with the holder, or (ii) dividends, distributions or other dispositions to the equity holders of the holder; |
• | if the holder is a trust, transfers to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; |
• | transfers to New GreenLight’s officers, directors or their affiliates; |
• | transfers to any other holder subject to the Lock-up, any affiliates of any such holder or any related partnerships, funds or investment vehicles controlled or managed by such persons or entities; |
• | Certain pledges or postings of Lock-up Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any holder; and |
• | transfers to a nominee or custodian of a permitted transferee. |
• | Section 4.2 of the Proposed Charter, which relates to the authorization and designation of New GreenLight Preferred Stock; |
• | Article V of the Proposed Charter, which relates to the number, powers and term of the New GreenLight Board, the filling of vacancies in the New GreenLight Board and the removal of directors; |
• | Article VI of the Proposed Charter, which relates to the amendment, alteration, repeal or adoption of bylaws; |
• | Article VII of the Proposed Charter, which relates to the calling of meetings of stockholders, notice requirements for stockholder proposals and director nominations and the prohibition of actions by written consent of stockholders; |
• | Article IX of the Proposed Charter, which relates to the amendment, alteration, change or repeal of any provision of the Proposed Charter; and |
• | Article X of the Proposed Charter, which relates to exclusive forum provisions for certain lawsuits. |
• | before the person becomes an interested stockholder, the board of directors approves the business combination or the transaction that results in the person becoming an interested stockholder; |
• | the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the business combination commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or |
• | the business combination is approved by the board of directors and the affirmative vote, at a meeting and not by written consent, of two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
• | 1% of the total number of securities then outstanding; or |
• | the average weekly reported trading volume of the securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company. |
• | not later than the 120th day; and |
• | not earlier than the 150th day before the one-year anniversary of the preceding year’s annual meeting; provided, however |
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September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited, restated) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total Current Assets |
||||||||
Deferred offering costs |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
— | |||||||
Promissory note — related party |
||||||||
|
|
|
|
|||||
Total Current Liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption |
||||||||
Stockholders’ (Deficit) Equity |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ (Deficit) Equity |
( |
) | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ | $ | ||||||
|
|
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from July 2, 2020 (Inception) Through September 30, 2020 |
||||||||||
General and administrative expenses |
$ | $ | $ | |||||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
Other income (expense): |
||||||||||||
Interest earned on marketable securities held in Trust Account |
||||||||||||
Loss in initial issuance of Private Placement Warrants |
— | ( |
) | |||||||||
Change in fair value of warrant liabilities |
||||||||||||
Other income, net |
||||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Weighted average shares outstanding, Class A common stock (restated) |
||||||||||||
Basic and diluted net loss per share, Class A common stock (restated) |
$ | ( |
) | $ | ( |
) | $ | |||||
Weighted average shares outstanding, Class B common stock (restated) |
||||||||||||
Basic and diluted net loss per share, Class B common stock (restated) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — January 1, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Accretion of Class A common stock subject to possible redemption |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance — March 31, 2021 (restated) |
|
|
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) | |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — June 30, 2021 (restated) |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — September 30, 2021 |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — July 2, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — September 30, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021 |
For the Period from July 2, 2020 (Inception) through September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Loss on issuance of Private Placement Warrants |
— | |||||||
Change in fair value of warrant liabilities |
( |
) | — | |||||
Transaction costs incurred in connection with warrants |
— | |||||||
Interest earned on marketable securities held in Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Accounts payable and accrued expenses |
||||||||
Net cash used in operating activities |
( |
) |
— | |||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
( |
) | — | |||||
Net cash used in investing activities |
( |
) |
— | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
— | |||||||
Proceeds from sale of Private Placement Warrants |
— | |||||||
Proceeds from sale of Unit Purchase Option |
— | |||||||
Proceeds from promissory note — related party |
||||||||
Repayment of promissory note — related party |
( |
) | — | |||||
Payment of offering costs |
( |
) | ( |
) | ||||
Net cash provided by financing activities |
||||||||
Net Change in Cash |
||||||||
Cash — Beginning |
— | |||||||
Cash — Ending |
$ |
$ |
||||||
Non-cash investing and financing activities: |
||||||||
Offering costs included in accrued offering costs |
$ | $ | ||||||
Offering costs paid through promissory note |
$ | — | $ | |||||
Initial classification of warrant liabilities |
$ | $ | — | |||||
Balance Sheet as of January 19, 2021 (audited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of March 31, 2021 (unaudited) |
||||||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | $ | ( |
) | $ | ( |
) | |||||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of June 30, 2021 (unaudited) |
||||||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) |
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of Class A ordinary shares subject to possible redemption |
( |
) | ||||||||||
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) |
||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of Class A ordinary shares subject to possible redemption |
( |
) | ||||||||||
Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Sale of |
$ | $ | ( |
) | $ | |||||||
Accretion for Class A common stock to redemption amount |
( |
) | ( |
) | ||||||||
Change in value of Class A common stock subject to redemption |
( |
) | ||||||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021 |
||||||||||||
Change in value of Class A common stock subject to redemption |
$ | $ | ( |
) | $ | |||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) |
As Previously Reported For the Three Months Ended March 31, 2021 |
As Restated For the Three Months Ended March 31, 2021 |
As Previously Reported For the Three Months Ended June 30, 2021 |
As Restated For the Three Months Ended June 30, 2021 |
As Previously Reported For the Six Months Ended June 30, 2021 |
As Restated For the Six Months Ended June 30, 2021 |
|||||||||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||||||||||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||||||||||||||
Basic and diluted net loss per share, Class B common stock |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from July 2, 2020 (Inception) Through September 30, 2020 |
||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||
Basic and diluted net loss per common share |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) |
• | The stockholders of GreenLight that have agreed to participate in the transaction will exchange (the “ Exchange ENVI Class A Common Stock |
• | ENVI Merger Sub will merge with and into GreenLight (the “ Merger Surviving Company |
• | In connection with the Merger, each issued and outstanding share of capital stock of GreenLight (other than treasury stock and any dissenting shares) (a “ Greenlight Share Exchange Ratio |
• | Each option to purchase shares of capital stock of GreenLight (“ GreenLight Option Rollover Option |
• | Shares of ENVI Class A Common Stock issued in respect of shares of Greenlight common stock that are subject to vesting or forfeiture (“ Greenlight Restricted Shares |
• | GreenLight Warrant |
Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business trading days before sending the notice of redemption to warrant holders. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level |
Fair Value |
|||||||
Assets: |
||||||||
Investments held in Trust Account — Money market funds |
1 | $ | ||||||
Liabilities: | ||||||||
Warrant Liability — Public Warrants |
1 | |||||||
Warrant Liability — Private Placement Warrants |
3 | |||||||
Warrant Liability — Sponsor and Directors |
3 |
Input |
January 13, 2021 |
September 30, 2021 |
||||||
Risk-free interest rate |
% | % | ||||||
Expected term (years) |
||||||||
Expected volatility |
% | % | ||||||
Exercise price |
$ | $ | ||||||
Fair value of Units |
$ | $ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Initial measurement on January 19, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
ASSETS |
||||
Current asset — cash |
$ | |||
Deferred offering costs |
||||
TOTAL ASSETS |
$ |
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Liabilities |
||||
Current liabilities |
||||
Accrued expenses |
$ | |||
Accrued offering costs |
||||
Promissory note — related party |
||||
Total Current Liabilities |
||||
Commitments and Contingencies |
||||
Stockholders’ Equity |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Stockholders’ Equity |
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
|||
(1) | Included up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Formation and operating costs |
$ | |||
Net Loss |
$ |
( |
) | |
Weighted average shares outstanding, basic and diluted (1) |
||||
Basic and diluted net loss per common share |
$ |
( |
) | |
(1) | Excluded up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — July 2, 2020 (inception) |
$ |
$ |
— |
$ |
— |
$ |
||||||||||||||
Issuance of Class B common stock to Initial Stockholders (1) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Included up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Changes in operating assets and liabilities: |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
||||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to the Initial Stockholders |
||||
Proceeds from promissory note — related party |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash — Beginning |
||||
|
|
|||
Cash — Ending |
$ | |||
|
|
|||
Non-cash Investing and Financing Activities: |
||||
Deferred offering costs included in accrued offering costs |
$ | |||
|
|
|||
Deferred offering costs paid through promissory note — related party |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business trading days before sending the notice of redemption to warrant holders. |
DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents |
$ | 25,916 | $ | 95,068 | ||||
Prepaid expenses |
544 | 2,031 | ||||||
|
|
|
|
|||||
Total current assets |
26,460 | 97,099 | ||||||
Restricted cash |
30 | 80 | ||||||
Property and equipment, net |
3,749 | 16,279 | ||||||
Security deposits |
370 | 370 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 30,609 | $ | 113,828 | ||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable |
$ | 1,527 | $ | 4,537 | ||||
Accrued expenses |
3,518 | 6,826 | ||||||
Note Payable |
249 | — | ||||||
Capital lease obligations, current portion |
431 | 633 | ||||||
Deferred revenue |
— | 1,663 | ||||||
Other current liabilities |
— | 252 | ||||||
|
|
|
|
|||||
Total current liabilities |
5,725 | 13,911 | ||||||
Preferred stock warrant liabilities |
103 | 125 | ||||||
Capital lease obligations, net of current portion |
892 | 992 | ||||||
Convertible debt |
— | 17,273 | ||||||
Other liabilities |
225 | 1,562 | ||||||
|
|
|
|
|||||
Total liabilities |
6,945 | 33,863 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 17) |
||||||||
Series A-1 redeemable convertible preferred stock, $0.001 par value, 2,865,698 shares authorized, 2,807,571 shares issued and outstanding as of December 31, 2019 and December 31, 2020 Liquidation preference of $5,858 and $6,079 at December 31, 2019 and December 31, 2020 respectively |
4,411 | 4,411 | ||||||
Series A-2 redeemable convertible preferred stock, $0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and outstanding as of December 31, 2019 and December 31, 2020 Liquidation preference of $17,302 and $18,224 at December 31, 2019 and December 31, 2020 respectively |
11,438 | 11,438 | ||||||
Series A-3 redeemable convertible preferred stock, $0.001 par value, 8,647,679 shares authorized 8,629,505 shares issued and outstanding as of December 31, 2019 and December 31, 2020 Liquidation preference of $27,347 and $28,952 at December 31, 2019 and December 31, 2020 respectively |
19,917 | 19,917 | ||||||
Series B redeemable convertible preferred stock, $0.001 par value, 21,245,353 shares authorized, issued and outstanding as of December 31, 2019 and 2020 Liquidation preference of $21,108 and $22,567 at December 31, 2019 and December 31, 2020 respectively |
18,671 | 18,671 | ||||||
Series C redeemable convertible preferred stock, $0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and outstanding as of December 31, 2019 and December 31, 2020 Liquidation preference of $60,470 and $65,014 at December 31, 2019 and December 31, 2020 respectively |
55,851 | |
55,851 |
| ||||
Series D redeemable convertible preferred stock, $0.001 par value, 0 and 71,019,827 shares authorized, 0 and 60,184,332 shares issued and outstanding as of December 31, 2019 and December 31, 2020 respectively Liquidation preference of $0 and $113,736 at December 31, 2019 and December 31, 2020 respectively |
— | 108,499 | ||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Common stock, $0.001 par value; 105,000,000 and 191,500,000 shares authorized, 3,149,356 and 3,290,101 shares issued and 3,121,514 and 3,252,636 shares outstanding at December 31, 2019 and December 31, 2020 respectively |
3 | 3 | ||||||
Additional paid-in capital |
1,381 | 2,434 | ||||||
Accumulated deficit |
(88,008 | ) | (141,259 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
(86,624 | ) | (138,822 | ) | ||||
|
|
|
|
|||||
TOTAL LIABILITIES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
$ | 30,609 | $ | 113,828 | ||||
|
|
|
|
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
REVENUE: |
||||||||
Collaboration Revenue |
$ | 3,001 | $ | 962 | ||||
Grant Revenue |
— | 785 | ||||||
|
|
|
|
|||||
Total revenue |
3,001 | 1,747 | ||||||
OPERATING EXPENSES: |
||||||||
Research and development |
23,489 | 42,866 | ||||||
General and administrative |
8,714 | 11,165 | ||||||
|
|
|
|
|||||
Total operating expenses |
32,203 | 54,031 | ||||||
|
|
|
|
|||||
LOSS FROM OPERATIONS |
(29,202 | ) | (52,284 | ) | ||||
OTHER INCOME (EXPENSE), NET: |
||||||||
Interest income |
865 | 83 | ||||||
Interest expense |
(317 | ) | (1,028 | ) | ||||
Change in fair value of warrant liability |
5 | (22 | ) | |||||
|
|
|
|
|||||
Total other income (expense), net |
553 | (967 | ) | |||||
|
|
|
|
|||||
Net loss |
$ | (28,649 | ) | $ | (53,251 | ) | ||
|
|
|
|
|||||
Preferred Stock Dividends |
(8,505 | ) | (13,445 | ) | ||||
|
|
|
|
|||||
Net loss attributable to common stockholders — basic and diluted (Note 15) |
$ | (37,154 | ) | $ | (66,696 | ) | ||
|
|
|
|
|||||
Net loss per share attributable to common stockholders — basic and diluted |
$ | (10.81 | ) | $ | (20.76 | ) | ||
|
|
|
|
|||||
Weighted-average common stock outstanding — basic and diluted |
3,437,367 | 3,211,968 | ||||||
|
|
|
|
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$0.001 PAR VALUE SERIES A |
$0.001 PAR VALUE SERIES B |
$0.001 PAR VALUE SERIES C |
$0.001 PAR VALUE SERIES D |
COMMON STOCK $0.001 PAR VALUE |
TREASURY STOCK $0.001 PAR VALUE |
ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT |
TOTAL STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||||||||||||||||||||||||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
|||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2019 |
18,430,769 | $ | 35,766 | 21,245,353 | $ | 18,671 | 26,182,114 | $ | 41,673 | — | $ |
— |
3,498,898 | $ | 3 | 1,200,000 | $ | (128 | ) | $ | 933 | $ | (59,359 | ) | (58,551 | ) | ||||||||||||||||||||||||||||||||||
Issuance of series C redeemable convertible preferred stock, net of issuance costs of $30 |
— | — | — | — | 8,889,375 | 14,145 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock |
— | — | — | — | — | — | — | — | 12,850 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of 1,200,000 shares of common stock held in treasury |
(1,200,000 | ) | (1 | ) | (1,200,000 | ) | 128 | (127 | ) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | 20,694 | 33 | — | — | 260,257 | 397 | — | 397 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stocks issued for prior periods board fees |
— | — | — | — | — | — | — | — | 520,243 | 1 | 172 | — | 173 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options |
— | — | — | — | — | — | — | — | 29,266 | — | — | 6 | — | 6 | ||||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | (28,649 | ) | (28,649 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
BALANCE, January 1, 2020 |
18,430,769 | $ | 35,766 | 21,245,353 | $ | 18,671 | 35,092,183 | $ | 55,851 | — | $ |
— |
3,121,514 | $ | 3 | — | $ | — | $ | 1,381 | $ | (88,008 | ) | $ | (86,624 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$0.001 PAR VALUE SERIES A |
$0.001 PAR VALUE SERIES B |
$0.001 PAR VALUE SERIES C |
$0.001 PAR VALUE SERIES D |
COMMON STOCK $0.001 PAR VALUE |
TREASURY STOCK $0.001 PAR VALUE |
ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT |
TOTAL STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||||||||||||||||||||||||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
SHARES |
AMOUNT |
|||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of series D redeemable convertible preferred stock, net of issuance costs of $543 |
— | — | — | — | — | — | 60,184,332 | 108,499 | 357 | — | 357 | |||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock |
31,086 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | 659 | — | 659 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options |
— | — | — | — | — | — | — | — | 100,036 | — | — | 37 | — | 37 | ||||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | (53,251 | ) | (53,251 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
BALANCE, December 31, 2020 |
18,430,769 | $ | 35,766 | 21,245,353 | $ | 18,671 | 35,092,183 | $ | 55,851 | 60,184,332 | $ |
108,499 |
|
3,252,636 | $ | 3 | — | $ |
— |
$ | 2,434 | $ | (141,259 | ) | $ | (138,822 | ) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (28,649 | ) | $ | (53,251 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization expense |
688 | 1,754 | ||||||
Gain on disposal of property and equipment |
— | (15 | ) | |||||
Stock-based compensation expense |
430 | 659 | ||||||
Noncash interest expense |
30 | 588 | ||||||
Changes in fair value of warrant liability |
(5 | ) | 22 | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other assets |
(359 | ) | (1,489 | ) | ||||
Other non-current assets |
(168 | ) | — | |||||
Accounts payable |
506 | 1,172 | ||||||
Accrued expenses and other liabilities |
1,666 | 1,904 | ||||||
Accrued interest |
— | (83 | ) | |||||
Deferred rent |
225 | 477 | ||||||
Deferred revenue |
— | 1,663 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(25,636 | ) | (46,599 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property and equipment |
(1,896 | ) | (10,047 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(1,896 | ) | (10,047 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of Series C preferred stock |
14,175 | — | ||||||
Payment of issuance costs |
(30 | ) | ||||||
Proceeds from issuance of Series D preferred stock |
— | 109,042 | ||||||
Payment of issuance costs |
— | (186 | ) | |||||
Proceeds from stock option exercises |
6 | 37 | ||||||
Proceeds from Convertible debt |
— | 16,775 | ||||||
Payment of issuance costs |
— | (134 | ) | |||||
Proceeds from tenant improvement allowance |
— | 1,250 | ||||||
Principal payments on tenant improvement allowance and note payable |
(667 | ) | (304 | ) | ||||
Principal payments on capital lease obligations |
(168 | ) | (632 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
13,316 | 125,848 | ||||||
|
|
|
|
|||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
(14,216 | ) | 69,202 | |||||
Cash, cash equivalents and restricted cash at beginning of year |
40,162 | 25,946 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash at end of year |
$ | 25,946 | $ | 95,148 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION: |
||||||||
Cash paid for interest |
$ | 287 | $ | 376 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
Property and equipment included in accrued expenses and accounts payable |
$ | 319 | $ | 3,562 | ||||
|
|
|
|
|||||
Property and equipment acquired under capital lease |
$ | 1,075 | $ | 934 | ||||
|
|
|
|
|||||
Settlement of prior year accrued expenses through issuance of common stock |
$ | 173 | $ | — | ||||
|
|
|
|
|||||
Non Cash Series D issuance costs |
$ | — | $ | 357 | ||||
|
|
|
|
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Reconciliation of cash, cash equivalents and restricted cash: |
||||||||
Cash and cash equivalents |
$ | 25,916 | $ | 95,068 | ||||
Restricted cash |
30 | 80 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 25,946 | $ | 95,148 | ||||
|
|
|
|
1. |
NATURE OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
• | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. |
• | Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. |
• | Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. |
ESTIMATED USEFUL LIFE | ||
Laboratory equipment |
5 years | |
Computer equipment and software |
3 years | |
Leasehold improvements |
Shorter of useful life or lease term |
• | Identify the contract with a customer |
• | Identify the performance obligations in the contract |
• | Determine the transaction price |
• | Allocate the transaction price to the performance obligations in the contract |
• | Recognize revenue when or as performance obligations are satisfied |
3. |
BAYER ASSET ACQUISITION |
4. |
FAIR VALUE MEASUREMENTS |
DESCRIPTION |
DECEMBER 31, 2019 |
QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) |
UNOBSERVABLE SIGNIFICANT INPUTS (LEVEL 3) |
||||||||||||
Asset |
||||||||||||||||
Money market funds |
$ | 26,032 | $ | 26,032 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 26,032 | $ | 26,032 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilitiy |
||||||||||||||||
Warrant Liability |
$ | 103 | $ | — | $ | — | $ | 103 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 103 | $ | — | $ | — | $ | 103 | |||||||||
|
|
|
|
|
|
|
|
DESCRIPTION |
DECEMBER 31, 2020 |
QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) |
SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) |
||||||||||||
Asset |
||||||||||||||||
Money market funds |
||||||||||||||||
Total financial assets |
$ | 55,747 | $ | 55,747 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 55,747 | $ | 55,747 | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liability |
||||||||||||||||
Warrant Liability |
$ | 125 | $ | — | $ | — | $ | 125 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 125 | $ | — | $ | — | $ | 125 | |||||||||
|
|
|
|
|
|
|
|
WARRANT LIABILITY |
||||
Balance - January 1, 2019 |
$ | 108 | ||
Change in fair value |
(5 | ) | ||
|
|
|||
Balance - December 31, 2019 |
103 | |||
Change in fair value |
22 | |||
|
|
|||
Balance - December 31, 2020 |
$ | 125 | ||
|
|
5. |
COLLABORATION ARRANGEMENT |
6. |
GRANT REVENUE |
7. |
PROPERTY AND EQUIPMENT, NET |
DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Computer hardware and software |
$ | 12 | $ | 533 | ||||
Laboratory equipment |
4,320 | 8,040 | ||||||
Leasehold improvements |
228 | 4,545 | ||||||
Construction in progress |
1,181 | 6,847 | ||||||
|
|
|
|
|||||
Total |
5,741 | 19,965 | ||||||
Less: Accumulated depreciation and amortization |
(1,992 | ) | (3,686 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 3,749 | $ | 16,279 | ||||
|
|
|
|
8. |
ACCRUED EXPENSES |
DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Accrued Employee compensation and benefits |
$ | 2,752 | $ | 4,024 | ||||
Accrued Research and development |
405 | 612 | ||||||
Accrued Professional fees |
242 | 568 | ||||||
Accrued Other |
119 | 1,622 | ||||||
|
|
|
|
|||||
Total accrued expenses |
$ | 3,518 | $ | 6,826 | ||||
|
|
|
|
9. |
DEBT |
a) | From the date of the initial closing of the then-next equity financing of the Company (the “Series D Financing”) until maturity, conversion at the option of the holder into Series D Preferred Stock (based upon the original issue price of the Series D Preferred Stock) or the right to receive certain royalty payments over a 15-year period, commencing on the conversion date (such royalty payment being equal to the net sales of specified GLPRI products multiplied by the adjusted royalty rate, such royalty payment not to exceed the net profit in any quarter). |
b) | Upon the occurrence of certain contingent events after the Company’s Series D Financing and before maturity, automatic conversion into Series D Preferred Stock (based upon on the original issue price of the Series D Preferred Stock). |
c) | Automatic redemption upon an event of default, as defined in the 2020 Notes. Upon the occurrence of an event of default, the 2020 Notes will either automatically become due and payable or can become due and payable at the holder’s option (based on the nature of the event of default). Upon such acceleration, all outstanding principal (with no penalty) and unpaid accrued interest will become payable. |
10. |
WARRANTS |
AS OF DECEMBER 31, 2019 | ||||||||||||||||||
Warrant Class |
Shares |
Fair Value |
Issuance Date |
Exercise Price |
Expiration Date | |||||||||||||
Series A-1 |
58,127 | $ | 59 | |
December 31, 2011 |
$ | 0.15 | The earlier of January 17, 2022, or a deemed liquidation or IPO | ||||||||||
Series A-2 |
24,510 | 19 | |
August 26, 2014 |
|
$ | 1.53 | The earlier of August 25, 2024, or the date of a qualifying acquisition | ||||||||||
Series A-3 |
18,174 | 25 | |
December 18, 2015 |
|
$ | 0.23 | The earlier of December 18, 2025, or a deemed liquidation or IPO | ||||||||||
|
|
|
|
|||||||||||||||
Total |
100,811 | $ | 103 | |||||||||||||||
|
|
|
|
AS OF DECEMBER 31, 2020 | ||||||||||||||||||
Warrant Class |
Shares |
Fair Value |
Issuance Date |
Exercise Price |
Expiration Date | |||||||||||||
Series A-1 |
58,127 | $ | 75 | |
December 31, 2011 |
|
$ | 0.15 | The earlier of January 17, 2022, or a deemed liquidation or IPO | |||||||||
Series A-2 |
24,510 | 21 | |
August 26, 2014 |
|
$ | 1.53 | The earlier of August 25, 2024, or the date of a qualifying acquisition | ||||||||||
Series A-3 |
18,174 | 29 | |
December 18, 2015 |
|
$ | 0.23 | The earlier of December 18, 2025, or a deemed liquidation or IPO | ||||||||||
|
|
|
|
|||||||||||||||
Total |
100,811 | $ | 125 | |||||||||||||||
|
|
|
|
AS OF DECEMBER 31, 2019 |
||||||||||||
Series A-1 |
Series A-2 |
Series A-3 |
||||||||||
Fair value of underlying series of preferred stock |
$ | 1.17 | $ | 1.30 | $ | 1.55 | ||||||
Risk-free interest rate |
1.60 | % | 1.70 | % | 1.80 | % | ||||||
Expected volatility |
76.2 | % | 76.6 | % | 76.3 | % | ||||||
Estimated time (in years) |
2.05 | 4.65 | 5.97 | |||||||||
AS OF DECEMBER 31, 2020 |
||||||||||||
Series A-1 |
Series A-2 |
Series A-3 |
||||||||||
Fair value of underlying series of preferred stock |
$ | 1.45 | $ | 1.54 | $ | 1.76 | ||||||
Risk-free interest rate |
0.10 | % | 0.27 | % | 0.36 | % | ||||||
Expected volatility |
88.4 | % | 78.5 | % | 82.4 | % | ||||||
Estimated time (in years) |
1.05 | 3.65 | 4.97 |
Warrant Class |
Shares |
Issuance Date |
Exercise Price |
Expiration Date | ||||||||||
Series D |
874,130 | July 24, 2020 | $ | 1.8118 | The earlier of July 24, 2025 or the date of a qualifying acquisition or IPO | |||||||||
|
|
|||||||||||||
Total |
874,130 | |||||||||||||
|
|
Warrant Class |
Shares |
Issuance Date |
Exercise Price |
Expiration Date | ||||||||||
Common stock warrant |
40,000 | June 14, 2016 | $ | 0.22 | The earlier of June 13, 2026, or the date of a qualifying acquisition | |||||||||
|
|
|||||||||||||
Total |
40,000 | |||||||||||||
|
|
11. |
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
AS OF DECEMBER 31, 2019 |
||||||||||||||||||||
PREFERRED STOCK AUTHORIZED |
PREFERRED STOCK ISSUED AND OUTSTANDING |
CARRYING VALUE |
LIQUIDATION VALUE |
COMMON STOCK ISSUABLE UPON CONVERSION |
||||||||||||||||
Series A-1 |
2,865,698 | 2,807,571 | $ | 4,411 | $ | 5,858 | 3,550,068 | |||||||||||||
Series A-2 |
7,018,203 | 6,993,693 | 11,438 | 17,302 | 9,058,757 | |||||||||||||||
Series A-3 |
8,647,679 | 8,629,505 | 19,917 | 27,347 | 12,274,540 | |||||||||||||||
Series B |
21,245,353 | 21,245,353 | 18,671 | 21,108 | 21,245,353 | |||||||||||||||
Series C |
35,152,184 | 35,092,183 | 55,851 | 60,470 | 35,092,183 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
74,929,117 | 74,768,305 | $ | 110,288 | $ | 132,085 | 81,220,901 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
AS OF DECEMBER 31, 2020 |
||||||||||||||||||||
PREFERRED STOCK AUTHORIZED |
PREFERRED STOCK ISSUED AND OUTSTANDING |
CARRYING VALUE |
LIQUIDATION VALUE |
COMMON STOCK ISSUABLE UPON CONVERSION |
||||||||||||||||
Series A-1 |
2,865,698 | 2,807,571 | $ | 4,411 | $ | 6,079 | 3,550,068 | |||||||||||||
Series A-2 |
7,018,203 | 6,993,693 | 11,438 | 18,224 | 9,058,757 | |||||||||||||||
Series A-3 |
8,647,679 | 8,629,505 | 19,917 | 28,952 | 12,274,540 | |||||||||||||||
Series B |
21,245,353 | 21,245,353 | 18,671 | 22,567 | 21,245,353 | |||||||||||||||
Series C |
35,152,184 | 35,092,183 | 55,851 | 65,014 | 35,092,183 | |||||||||||||||
Series D |
71,019,827 | 60,184,332 | 108,499 | 113,736 | 60,184,332 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
145,948,944 | 134,952,637 | $ | 218,787 | $ | 254,572 | 141,405,233 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
12. |
COMMON STOCK |
DECEMBER 31 |
||||||||
2019 |
2020 |
|||||||
Redeemable convertible preferred stock |
81,220,901 | 141,405,233 | ||||||
Convertible debt with accrued interest |
— | 9,583,023 | ||||||
Unvested restricted stock |
27,842 | 37,465 | ||||||
Options to purchase common stock |
19,701,693 | 22,538,570 | ||||||
Common stock warrants |
40,000 | 40,000 | ||||||
|
|
|
|
|||||
100,990,436 | 173,604,291 | |||||||
|
|
|
|
13. |
TREASURY STOCK |
14. |
STOCK-BASED COMPENSATION |
YEAR ENDED DECEMBER 31 | ||||
2019 |
2020 | |||
Fair value of underlying common stock |
$0.33 | $0.46—$0.65 | ||
Weighted average risk-free interest rate |
1.62%—2.56% | 0.27%—1.55% | ||
Expected term (in years) |
5.0—6.4 | 5.0—6.0 | ||
Expected volatility |
70.0%—74.4% | 69.5%—70.4% | ||
Expected dividend yield |
0 | 0 |
SHARES |
WEIGHTED- AVERAGE EXERCISE PRICE |
WEIGHTED-AVERAGE REMAINING CONTRACTUAL TERM (in years) |
AGGREGATE INTRINSIC VALUE |
|||||||||||||
Outstanding at December 31, 2019 |
19,701,693 | $ | 0.29 | 9.0 | $ | 3,404 | ||||||||||
Granted |
8,354,564 | 0.65 | ||||||||||||||
Exercised |
(140,745 | ) | 0.26 | $ | 79 | |||||||||||
Cancelled or forfeited |
(5,376,942 | ) | 0.32 | |||||||||||||
|
|
|
|
|||||||||||||
Outstanding at December 31, 2020 |
22,538,570 | $ | 0.41 | 8.5 | $ | 9,170 | ||||||||||
|
|
|
|
|||||||||||||
Vested and expected to vest at December 31, 2019 |
19,701,693 | $ | 0.29 | 9.0 | $ | 3,404 | ||||||||||
Vested and expected to vest at December 31, 2020 |
22,538,570 | $ | 0.41 | 8.5 | $ | 9,170 | ||||||||||
Exercisable at December 31, 2019 |
4,354,321 | $ | 0.21 | 6.6 | $ | 1,083 | ||||||||||
Exercisable at December 31, 2020 |
6,947,529 | $ | 0.25 | 7.0 | $ | 3,957 |
SHARES |
WEIGHTED- AVERAGE GRANT-DATE FAIR VALUE |
|||||||
Unvested shares as of December 31, 2018 |
40,692 | $ | 0.23 | |||||
Vested |
(12,850 | ) | 0.23 | |||||
|
|
|
|
|||||
Unvested shares as of December 31, 2019 |
27,842 | $ | 0.23 | |||||
|
|
|
|
|||||
Granted |
40,709 | 0.46 | ||||||
Vested |
(31,086 | ) | 0.36 | |||||
|
|
|
|
|||||
Unvested shares as of December 31, 2020 |
37,465 | $ | 0.37 | |||||
|
|
|
|
YEAR ENDED DECEMBER 31 |
||||||||
2019 |
2020 |
|||||||
Research and development |
$ | 166 | $ | 306 | ||||
General and administrative |
264 | 353 | ||||||
|
|
|
|
|||||
$ | 430 | $ | 659 | |||||
|
|
|
|
15. |
NET LOSS PER SHARE |
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Numerator: |
||||||||
Net loss |
$ | (28,649 | ) | $ | (53,251 | ) | ||
Less: Accruals of dividends of preferred stock |
(8,505 | ) | (13,445 | ) | ||||
|
|
|
|
|||||
Net loss attributable to common stockholders |
$ | (37,154 | ) | $ | (66,696 | ) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average common stock outstanding |
3,437,367 | 3,211,968 | ||||||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | (10.81 | ) | $ | (20.76 | ) | ||
|
|
|
|
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Preferred stock |
81,220,901 | 141,405,233 | ||||||
Convertible debt with accrued interest |
— | 9,583,023 | ||||||
Unvested restricted stock |
27,842 | 37,465 | ||||||
Options to purchase common stock |
19,701,693 | 22,538,570 | ||||||
Warrants |
171,096 | 1,045,226 | ||||||
|
|
|
|
|||||
101,121,532 | 174,609,517 | |||||||
|
|
|
|
16. |
INCOME TAXES |
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Federal income tax (benefit)/expense at statutory rate |
21.0 | % | 21.0 | % | ||||
State income tax benefit |
6.0 | % | 5.4 | % | ||||
Permanent items |
-0.3 | % | -0.2 | % | ||||
Change in Valuation Allowance |
-29.7 | % | -29.3 | % | ||||
Federal R&D Tax Credits |
3.1 | % | 3.1 | % | ||||
Other |
-0.1 | % | 0.0 | % | ||||
|
|
|
|
|||||
Effective income tax rate |
0.0 | % | 0.0 | % | ||||
|
|
|
|
YEAR ENDED DECEMBER 31, |
||||||||
2019 |
2020 |
|||||||
Deferred tax assets |
||||||||
Federal net operating loss carryforwards |
$ | 13,626 | $ | 26,464 | ||||
State net operating loss carryforwards |
3,807 | 6,542 | ||||||
Tax credits |
1,759 | 4,059 | ||||||
Stock based compensation |
17 | 89 | ||||||
Capitalized research and development expenses |
5,157 | 4,398 | ||||||
Accruals and other |
517 | 763 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
24,883 | 42,315 | ||||||
Valuation allowance |
(24,340 | ) | (39,965 | ) | ||||
|
|
|
|
|||||
Total net deferred tax assets |
$ | 543 | $ | 2,350 | ||||
|
|
|
|
|||||
Deferred tax liabilities |
||||||||
Depreciation and amortization |
$ | (543 | ) | $ | (2,350 | ) | ||
|
|
|
|
|||||
Total deferred tax liabilities |
$ | (543 | ) | $ | (2,350 | ) | ||
|
|
|
|
|||||
Total deferred tax assets (liability) |
$ | — | $ | — | ||||
|
|
|
|
17. |
COMMITMENTS AND CONTINGENCIES |
FOR THE YEAR ENDED DECEMBER 31, |
||||
2021 |
$ | 3,436 | ||
2022 |
6,108 | |||
2023 |
4,879 | |||
2024 |
655 | |||
2025 |
405 | |||
Thereafter |
402 | |||
|
|
|||
$ | 15,885 | |||
|
|
FOR THE YEAR ENDED DECEMBER 31, |
||||
2021 |
$ | 839 | ||
2022 |
779 | |||
2023 |
330 | |||
Thereafter |
— | |||
|
|
|||
Total minimum lease payments |
$ | 1,948 | ||
Less: amount representing interest |
(323 | ) | ||
|
|
|||
Present value of minimum lease payments |
$ | 1,625 | ||
|
|
18. |
LICENSE AGREEMENT |
19. |
SUBSEQUENT EVENTS |
DECEMBER 31, 2020 |
SEPTEMBER 30, 2021 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents |
$ | 95,068 | $ | 34,754 | ||||
Prepaid expenses |
2,031 | 2,781 | ||||||
|
|
|
|
|||||
Total current assets |
97,099 | 37,535 | ||||||
Restricted cash |
80 | 167 | ||||||
Property and equipment, net |
16,279 | 21,744 | ||||||
Deferred offering costs |
— | 2,590 | ||||||
Security deposits |
370 | 1,256 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 113,828 | $ | 63,292 | ||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable |
$ | 4,537 | $ | 6,559 | ||||
Accrued expenses |
6,826 | 9,351 | ||||||
Convertible debt |
— | 17,959 | ||||||
Deferred Revenue |
1,663 | 1,378 | ||||||
Long-term debt, current portion |
633 | 5,844 | ||||||
Other current liabilities |
252 | 585 | ||||||
|
|
|
|
|||||
Total current liabilities |
13,911 | 41,676 | ||||||
Warrant liabilities |
125 | 1,293 | ||||||
Long-term debt, net of current portion |
992 | 15,013 | ||||||
Convertible debt |
17,273 | — | ||||||
Other liabilities |
1,562 | 1,355 | ||||||
|
|
|
|
|||||
Total liabilities |
33,863 | 59,337 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 16) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Note 12) |
218,787 | 218,787 | ||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Common stock, $0.001 par value; 191,500,000 shares authorized, 3,290,101 and 3,534,570 shares issued and 3,252,636 and 3,472,730 shares outstanding at December 31, 2020 and September 30, 2021 respectively |
3 | 3 | ||||||
Additional paid-in capital |
2,434 | 4,062 | ||||||
Accumulated deficit |
(141,259 | ) | (218,897 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
(138,822 | ) | (214,832 | ) | ||||
|
|
|
|
|||||
TOTAL LIABILITIES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
$ | 113,828 | $ | 63,292 | ||||
|
|
|
|
NINE MONTHS ENDED SEPTEMBER 30, |
||||||||
2020 |
2021 |
|||||||
REVENUE: |
||||||||
Collaboration Revenue |
$ | 962 | $ | — | ||||
Grant Revenue |
513 | 1,180 | ||||||
|
|
|
|
|||||
Total Revenue |
1,475 | 1,180 | ||||||
OPERATING EXPENSES: |
||||||||
Research and development |
28,901 | 62,081 | ||||||
General and administrative |
7,699 | 13,943 | ||||||
|
|
|
|
|||||
Total operating expenses |
36,600 | 76,024 | ||||||
|
|
|
|
|||||
LOSS FROM OPERATIONS |
(35,125 | ) | (74,844 | ) | ||||
OTHER INCOME (EXPENSE), NET: |
||||||||
Interest income |
74 | 20 | ||||||
Interest expense |
(704 | ) | (1,471 | ) | ||||
Change in fair value of warrant liability |
(8 | ) | (1,343 | ) | ||||
|
|
|
|
|||||
Total other income (expense), net |
(638 | ) | (2,794 | ) | ||||
|
|
|
|
|||||
Net loss |
$ | (35,763 | ) | $ | (77,638 | ) | ||
|
|
|
|
|||||
Preferred Stock Dividends |
(9,101 | ) | (13,033 | ) | ||||
|
|
|
|
|||||
Net Loss available to common stockholders |
$ | (44,864 | ) | $ | (90,671 | ) | ||
|
|
|
|
|||||
Net loss per share available to common stockholders — basic and diluted |
$ | (14.01 | ) | $ | (27.27 | ) | ||
|
|
|
|
|||||
Weighted-average common stock outstanding — basic and diluted |
3,201,202 | 3,324,547 | ||||||
|
|
|
|
$0.001 PAR VALUE CONVERTIBLE PREFERRED STOCK |
COMMON STOCK $0.001 PAR VALUE |
ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT |
TOTAL STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
|||||||||||||||||||||||||
BALANCE, January 1, 2020 |
74,768,305 | $ | 110,288 | 3,121,514 | $ | 3 | $ | 1,381 | $ | (88,008 | ) | $ | (86,624 | ) | ||||||||||||||
Issuance of series D redeemable convertible preferred stock at $1.8118 per share, net of issuance costs of $543 |
60,184,332 | $ | 108,499 | 357 | 357 | |||||||||||||||||||||||
Vesting of restricted stock |
23,814 | — | — | — | ||||||||||||||||||||||||
Stock-based compensation |
442 | — | 442 | |||||||||||||||||||||||||
Exercise of common stock options |
92,004 | — | 34 | — | 34 | |||||||||||||||||||||||
Net loss |
— | — | — | (35,763 | ) | (35,763 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE, September 30, 2020 |
134,952,637 | $ | 218,787 | 3,237,332 | $ | 3 | $ | 2,214 | $ | (123,771 | ) | $ | (121,554 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.001 PAR VALUE CONVERTIBLE PREFERRED STOCK |
COMMON STOCK $0.001 PAR VALUE |
ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT |
TOTAL STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
|||||||||||||||||||||||||
BALANCE, January 1, 2021 |
134,952,637 | $ | 218,787 | 3,252,636 | $ | 3 | $ | 2,434 | $ | (141,259 | ) | $ | (138,822 | ) | ||||||||||||||
Vesting of restricted stock |
39,876 | — | — | — | ||||||||||||||||||||||||
Warrants issued in connection with Debt |
231 | 231 | ||||||||||||||||||||||||||
Stock-based compensation |
1,292 | — | 1,292 | |||||||||||||||||||||||||
Exercise of common stock options |
180,218 | — | 105 | — | 105 | |||||||||||||||||||||||
Net loss |
— | — | — | (77,638 | ) | (77,638 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE, September 30, 2021 |
134,952,637 | $ | 218,787 | 3,472,730 | $ | 3 | $ | 4,062 | $ | (218,897 | ) | $ | (214,832 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NINE MONTHS ENDED SEPTEMBER 30 |
||||||||
2020 |
2021 |
|||||||
CASHFLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (35,763 | ) | $ | (77,638 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization expense |
1,136 | 3,675 | ||||||
Gain on disposal of property and equipment |
— | (5 | ) | |||||
Stock-based compensation expense |
442 | 1,292 | ||||||
Noncash interest expense |
291 | 738 | ||||||
Change in fair value of warrant liability |
8 | 1,343 | ||||||
Changes in operating assets and liabilities |
||||||||
Prepaid expenses and other assets |
(1,020 | ) | (919 | ) | ||||
Accounts payable |
1,188 | 1,276 | ||||||
Accrued expenses and other liabilities |
1,330 | 3,349 | ||||||
Deferred Rent |
482 | (68 | ) | |||||
Deferred Revenue |
1,935 | (284 | ) | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(29,971 | ) | (67,241 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property and equipment |
(7,502 | ) | (11,362 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(7,502 | ) | (11,362 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of Series D Preferred Stock |
109,042 | — | ||||||
Payment of Series D issuance costs |
(186 | ) | — | |||||
Proceeds from issuance of convertible debt |
16,775 | — | ||||||
Payment of Convertible Debt issuance costs |
(134 | ) | — | |||||
Proceeds from stock option exercises |
34 | 105 | ||||||
Proceeds from secured debt, net of issuance costs and security deposits |
— | 10,360 | ||||||
Proceeds from secured term loan, net of issuance costs |
— | 9,961 | ||||||
Proceeds from tenant improvement allowance |
1,250 | — | ||||||
Principal payments on debt and capital lease obligation |
(742 | ) | (1,558 | ) | ||||
Payment of deferred offering costs |
— | (492 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
126,039 | 18,376 | ||||||
|
|
|
|
|||||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
88,566 | (60,227 | ) | |||||
Cash, cash equivalents and restricted cash, beginning of year |
25,946 | 95,148 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash, end of year |
$ | 114,512 | $ | 34,921 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION |
||||||||
Cash paid for interest |
$ | 303 | $ | 551 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
||||||||
Property and equipment included in accrued expenses and accounts payable |
$ | 1,379 | $ | 1,296 | ||||
|
|
|
|
|||||
Property and equipment acquired under capital lease |
$ | 934 | $ | — | ||||
|
|
|
|
|||||
Non Cash secured financing issuance costs |
$ | 357 | $ | 370 | ||||
|
|
|
|
|||||
Deferred financing costs in accrued expenses and accounts payable |
$ | — | $ | 2,097 | ||||
|
|
|
|
|||||
Debt issuance costs in accounts payable |
$ | — | $ | 141 | ||||
|
|
|
|
|||||
Reconciliation of cash, cash equivalents and restricted cash |
||||||||
Cash and cash equivalents |
$ | 114,432 | $ | 34,754 | ||||
Restricted cash included in non current assets |
80 | 167 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 114,512 | $ | 34,921 | ||||
|
|
|
|
1. |
NATURE OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. |
BAYER ASSET ACQUISITION |
4. |
LICENSE AGREEMENT |
5. |
FAIR VALUE MEASUREMENTS |
DESCRIPTION |
DECEMBER 31, 2020 |
QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) |
SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) |
||||||||||||
Asset |
||||||||||||||||
Money market funds |
$ | 55,747 | $ | 55,747 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 55,747 | $ | 55,747 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilitiy |
||||||||||||||||
Warrant Liability |
$ | 125 | $ | — | $ | — | $ | 125 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 125 | $ | — | $ | — | $ | 125 | |||||||||
|
|
|
|
|
|
|
|
DESCRIPTION |
SEPtEMBER 30, 2021 |
QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) |
SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) |
||||||||||||
Asset |
||||||||||||||||
Money market funds |
$ | 33,714 | $ | 33,714 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 33,714 | $ | 33,714 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilitiy |
||||||||||||||||
Warrant Liability |
$ | 1,606 | $ | — | $ | — | $ | 1,606 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 1,606 | $ | — | $ | — | $ | 1,606 | |||||||||
|
|
|
|
|
|
|
|
WARRANT LIABILITY |
||||
Balance - January 1, 2020 |
$ | 103 | ||
Change in fair value |
8 | |||
|
|
|||
Balance - September 30, 2020 |
$ | 111 | ||
|
|
WARRANT LIABILITY |
||||
Balance - January 1, 2021 |
$ | 125 | ||
Issuance of warrant |
138 | |||
Change in fair value |
1,343 | |||
|
|
|||
Balance - September 30, 2021 |
$ | 1,606 | ||
|
|
6. |
COLLABORATION ARRANGEMENT |
7. |
GRANT REVENUE |
8. |
PROPERTY AND EQUIPMENT, NET |
DECEMBER 31, 2020 |
SEPTEMBER 30, 2021 |
|||||||
Computer hardware and software |
$ | 533 | $ | 701 | ||||
Laboratory equipment |
8,040 | 15,816 | ||||||
Leasehold improvements |
4,545 | 9,832 | ||||||
Construction in progress |
6,847 | 2,695 | ||||||
|
|
|
|
|||||
Total |
19,965 | 29,044 | ||||||
Less: Accumulated depreciation and amortization |
(3,686 | ) | (7,300 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 16,279 | $ | 21,744 | ||||
|
|
|
|
9. |
ACCRUED EXPENSES |
DECEMBER 31, 2020 |
SEPTEMBER 30, 2021 |
|||||||
Accrued employee compensation and benefits |
$ | 4,024 | $ | 5,332 | ||||
Accrued research and development |
612 | 1,659 | ||||||
Accrued professional fees |
568 | 933 | ||||||
Accured other |
1,622 | 1,427 | ||||||
|
|
|
|
|||||
Total accrued expenses |
$ | 6,826 | $ | 9,351 | ||||
|
|
|
|
10. |
DEBT |
11. |
WARRANTS |
AS OF DECEMBER 31, 2020 |
||||||||||||||||||||
Warrant Class |
Shares |
Fair Value |
Issuance Date |
Exercise Price |
Expiration Date |
|||||||||||||||
Series A-1 |
58,127 | $ | 75 | December 31, 2011 | $ | 0.15 | |
The earlier of January 17, 2022, or a deemed liquidation or IPO |
| |||||||||||
Series A-2 |
24,510 | 21 | August 26, 2014 | $ | 1.53 | |
The earlier of August 25, 2024 or the date of a qualifying acquisition |
| ||||||||||||
Series A-3 |
18,174 | 29 | December 18, 2015 | $ | 0.23 | |
The earlier of December 18, 2025 or a deemed liquidation or IPO |
| ||||||||||||
|
|
|
|
|||||||||||||||||
Total |
100,811 | $ | 125 | |||||||||||||||||
|
|
|
|
AS OF SEPTEMBER 30, 2021 |
||||||||||||||||||||
Warrant Class |
Shares |
Fair Value |
Issuance Date |
Exercise Price |
Expiration Date |
|||||||||||||||
Series A-1 |
58,127 | $ | 314 | December 31, 2011 | $ | 0.15 | |
The earlier of January 17, 2022 or a deemed liquidation or IPO |
| |||||||||||
Series A-2 |
24,510 | 110 | August 26, 2014 | $ | 1.53 | |
The earlier of August 25, 2024 or the date of a qualifying acquisition |
| ||||||||||||
Series A-3 |
18,174 | 98 | December 18, 2015 | $ | 0.23 | |
The earlier of December 18, 2025 or a deemed liquidation or IPO |
| ||||||||||||
|
|
|
|
|||||||||||||||||
Total |
100,811 | $ | 522 | |||||||||||||||||
|
|
|
|
As of December 31, 2020 |
||||||||||||
Valuation Assumptions |
Series A-1 |
Series A-2 |
Series A-3 |
|||||||||
Fair value of underlying series of preferred stock |
$ | 1.45 | $ | 1.54 | $ | 1.76 | ||||||
Risk free interest rate |
0.10 | % | 0.27 | % | 0.36 | % | ||||||
Expected volatility |
88.4 | % | 78.5 | % | 82.4 | % | ||||||
Estimated time (in years) |
1.05 | 3.65 | 4.97 |
As of September 30, 2021 |
||||||||||||
Valuation Assumptions |
Series A-1 |
Series A-2 |
Series A-3 |
|||||||||
Fair value of underlying series of preferred stock |
$ | 5.55 | $ | 5.58 | $ | 5.64 | ||||||
Risk free interest rate |
0.04 | % | 0.53 | % | 0.76 | % | ||||||
Expected volatility |
72.7 | % | 89.8 | % | 83.2 | % | ||||||
Estimated time (in years) |
0.30 | 2.90 | 4.22 |
Warrant Class |
Shares |
Issuance Date |
Exercise Price |
Expiration Date |
||||||||||||
Series D |
874,130 | July 24, 2020 | $ | 1.8118 | |
The earlier of July 24, 2025 or the date of a qualifying acquisition or IPO |
| |||||||||
|
|
|||||||||||||||
Total |
874,130 | |||||||||||||||
|
|
Warrant Class |
Shares |
Fair Value |
Issuance Date |
Exercise Price |
Expiration Date | |||||||||||||
Common stock |
219,839 | $ | 1,084 | March 29, 2021 | $ | 0.82 | The earlier of March 29, 2031 or the date of a qualifying acquisition |
Valuation Assumptions |
At Issuance (as of March 29, 2021) |
As of September 30, 2021 |
||||||
Fair value of common stock |
$ | 0.82 | $ | 5.26 | ||||
Risk free interest rate |
1.73 | % | 1.52 | % | ||||
Expected volatility |
72.10 | % | 82.50 | % | ||||
Expected term (in years) |
10.00 | 9.5 |
As of September 30, 2021 | ||||||||||||||
Warrant Class |
Shares |
Issuance Date |
Price per Share |
Expiration Date | ||||||||||
Common stock warrant |
40,000 | June 14, 2016 | $ | 0.22 | The earlier of June 13, 2026 or the date of a qualifying acquisition | |||||||||
Common stock warrant |
51,724 | September 22, 2021 | $ | 1.74 | The earlier of September 21, 2031 or the date of a qualifying acquisition | |||||||||
|
|
|||||||||||||
Total |
91,724 | |||||||||||||
|
|
12. |
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
Redeemable Convertible Preferred Stock Classes |
December 31, 2020 |
September 30, 2021 |
||||||
Series A-1 redeemable convertible preferred stock, $0.001 par value, 2,865,698 shares authorized, 2,807,571 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $6,079 and $6,247 at December 31, 2020 and September 30, 2021 respectively |
$ | 4,411 | $ | 4,411 | ||||
Series A-2 redeemable convertible preferred stock, $0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $18,224 and $18,913 at December 31, 2020 and September 30, 2021 respectively |
11,438 | 11,438 | ||||||
Series A-3 redeemable convertible preferred stock, $0.001 par value, 8,647,679 shares authorized 8,629,505 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $28,952 and $30,149 at December 31, 2020 and September 30, 2021 respectively |
19,917 | 19,917 | ||||||
Series B redeemable convertible preferred stock, $0.001 par value, 21,245,353 shares authorized, issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $22,567 and $23,656 at December 31, 2020 and September 30, 2021 respectively |
18,671 | 18,671 | ||||||
Series C redeemable convertible preferred stock, $0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $65,014 and $68,379 at December 31, 2020 and September 30, 2021 respectively |
55,851 | 55,851 | ||||||
Series D redeemable convertible preferred stock, $0.001 par value, 71,019,827 shares authorized, 60,184,332 shares issued and outstanding and as of December 31, 2020 and September 30, 2021 Liquidation preference of $113,736 and $120,261 at December 31, 2020 and September 30, 2021 respectively |
108,499 | 108,499 | ||||||
|
|
|
|
|||||
Total |
$ | 218,787 | $ | 218,787 | ||||
|
|
|
|
13. |
COMMON STOCK |
DECEMBER 31, 2020 |
SEPTEMBER 30, 2021 |
|||||||
Redeemable convertible preferred stock |
141,405,233 | 141,405,233 | ||||||
Convertible debt with accrued interest |
9,583,023 | 9,934,084 | ||||||
Unvested restricted stock |
37,465 | 61,839 | ||||||
Options to purchase common stock |
22,538,570 | 26,490,587 | ||||||
Warrants |
1,045,226 | 1,299,548 | ||||||
|
|
|
|
|||||
174,609,517 | 179,191,290 | |||||||
|
|
|
|
14. |
STOCK-BASED COMPENSATION |
NINE MONTHS ENDED SEPTEMBER 30, | ||||
2020 |
2021 | |||
Fair value of underlying common stock |
$0.46 - $0.65 |
$0.82 - $5.26 | ||
Weighted average risk-free interest rate |
0.27% -1.55% |
0.48% -1.29% | ||
Expected term (in years) |
5 - 6 | 5 - 6 | ||
Expected volatility |
69.53% -70.36% |
67.27% - 68.80% | ||
Expected dividend yield |
0.00% | 0.00% |
SHARES |
WEIGHTED- AVERAGE EXERCISE PRICE |
WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (in years) |
AGGREGATE INTRINSIC VALUE (in thousands) |
|||||||||||||
Outstanding at December 31, 2020 |
22,538,570 | $ | 0.41 | 8.5 | $ | 9,170 | ||||||||||
Granted |
4,594,102 | 1.33 | ||||||||||||||
Cancelled or Forfeited |
(397,617 | ) | 0.39 | |||||||||||||
Exercised |
(244,468 | ) | 0.43 | $ | 1,181 | |||||||||||
|
|
|
|
|||||||||||||
Outstanding at September 30, 2021 |
26,490,587 | $ | 0.57 | 8.1 | $ | 124,331 | ||||||||||
|
|
|
|
|||||||||||||
Vested and expected to vest at December 31, 2020 |
22,538,570 | $ | 0.41 | 8.5 | $ | 9,170 | ||||||||||
Vested and expected to vest at September 30, 2021 |
26,490,587 | $ | 0.57 | 8.1 | $ | 124,331 | ||||||||||
Exercisable at December 31, 2020 |
6,947,529 | $ | 0.25 | 7.0 | $ | 3,957 | ||||||||||
Exercisable at September 30, 2021 |
9,203,021 | $ | 0.28 | 6.6 | $ | 45,789 |
SHARES |
WEIGHTED AVERAGE GRANT DATE FAIR VALUE |
|||||||
Unvested shares as of December 31, 2020 |
37,465 | $ | 0.37 | |||||
Granted |
64,250 | 0.82 | ||||||
Vested |
(39,876 | ) | 0.55 | |||||
|
|
|
|
|||||
Unvested at September 30, 2021 |
61,839 | $ | 0.72 | |||||
|
|
|
|
NINE MONTHS ENDED SEPTEMBER 30, |
||||||||
2020 |
2021 |
|||||||
Research and development |
$ | 201 | $ | 580 | ||||
General and administrative |
241 | 712 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | 442 | $ | 1,292 | ||||
|
|
|
|
15. |
NET LOSS PER SHARE |
NINE MONTHS ENDED SEPTEMBER 30, |
||||||||
2020 |
2021 |
|||||||
Numerator: |
||||||||
Net loss |
$ | (35,763 | ) | $ | (77,638 | ) | ||
Less: Accruals of dividends of preferred stock |
(9,101 | ) | (13,033 | ) | ||||
|
|
|
|
|||||
Net loss available to common stockholders |
$ | (44,864 | ) | $ | (90,671 | ) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average common stock outstanding |
3,201,202 | 3,324,547 | ||||||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | (14.01 | ) | $ | (27.27 | ) | ||
|
|
|
|
NINE MONTHS ENDED SEPTEMBER 30, |
||||||||
2020 |
2021 |
|||||||
Preferred stock |
141,405,233 | 141,405,233 | ||||||
Convertible debt with accrued interest |
9,464,717 | 9,934,084 | ||||||
Unvested restricted stock |
44,737 | 61,839 | ||||||
Options to purchase common stock |
19,477,614 | 26,490,587 | ||||||
Warrants |
1,045,226 | 1,299,548 | ||||||
|
|
|
|
|||||
171,437,527 | 179,191,290 | |||||||
|
|
|
|
16. |
COMMITMENTS AND CONTINGENCIES |
FOR THE YEARS ENDED DECEMBER 31, |
||||
2021 (remaining 3 months) |
$ | 1,899 | ||
2022 |
7,646 | |||
2023 |
6,418 | |||
2024 |
1,687 | |||
2025 |
565 | |||
Thereafter |
402 | |||
|
|
|||
Total minimum lease payments |
$ | 18,617 | ||
|
|
FOR THE YEARS ENDED DECEMBER 31, |
||||
2021 (remaining 3 months) |
$ | 198 | ||
2022 |
779 | |||
2023 |
330 | |||
Thereafter |
— | |||
|
|
|||
Total minimum lease payments |
$ | 1,307 | ||
Less: amount representing interest |
160 | |||
|
|
|||
Present value of obligations under capital leases |
1,147 | |||
|
|
17. |
SUBSEQUENT EVENTS |
PAGE | ||||||
Article 1 CERTAIN DEFINITIONS |
A-3 | |||||
Section 1.1 |
Definitions | A-3 | ||||
Article 2 MERGER |
A-21 | |||||
Section 2.1 |
The Merger | A-21 | ||||
Section 2.2 |
Closing of the Transactions Contemplated by this Agreement | A-23 | ||||
Section 2.3 |
Allocation Schedule; Aggregate Transaction Proceeds Schedule | A-23 | ||||
Section 2.4 |
Treatment of Company Options and Company Warrants | A-24 | ||||
Section 2.5 |
Company Shareholder Deliverables | A-25 | ||||
Section 2.6 |
Withholding | A-26 | ||||
Section 2.7 |
Company Dissenting Shares | A-26 | ||||
Section 2.8 |
Further Assurances | A-27 | ||||
Article 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES |
A-27 | |||||
Section 3.1 |
Organization and Qualification | A-27 | ||||
Section 3.2 |
Capitalization of the Group Companies | A-28 | ||||
Section 3.3 |
Authority | A-29 | ||||
Section 3.4 |
Financial Statements; Undisclosed Liabilities | A-30 | ||||
Section 3.5 |
Consents and Requisite Governmental Approvals; No Violations | A-31 | ||||
Section 3.6 |
Permits; Schedule of Permits | A-31 | ||||
Section 3.7 |
Material Contracts | A-31 | ||||
Section 3.8 |
Absence of Changes | A-33 | ||||
Section 3.9 |
Litigation | A-33 | ||||
Section 3.10 |
Compliance with Applicable Law | A-33 | ||||
Section 3.11 |
Employee Plans | A-34 | ||||
Section 3.12 |
Environmental Matters | A-35 | ||||
Section 3.13 |
Intellectual Property | A-36 | ||||
Section 3.14 |
Labor Matters | A-38 | ||||
Section 3.15 |
Insurance | A-39 | ||||
Section 3.16 |
Tax Matters | A-39 | ||||
Section 3.17 |
Brokers | A-41 | ||||
Section 3.18 |
Real and Personal Property | A-41 | ||||
Section 3.19 |
Transactions with Affiliates | A-42 | ||||
Section 3.20 |
Data Privacy and Security | A-42 | ||||
Section 3.21 |
Compliance with International Trade & Anti-Corruption Laws | A-43 | ||||
Section 3.22 |
Information Supplied | A-43 | ||||
Section 3.23 |
Regulatory Compliance | A-44 | ||||
Section 3.24 |
Suppliers | A-44 | ||||
Section 3.25 |
Investigation; No Other Representations | A-44 | ||||
Section 3.26 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-45 | ||||
Article 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE ENVI PARTIES |
A-45 | |||||
Section 4.1 |
Organization and Qualification | A-45 | ||||
Section 4.2 |
Authority | A-46 | ||||
Section 4.3 |
Consents and Requisite Governmental Approvals; No Violations | A-46 | ||||
Section 4.4 |
Brokers | A-47 | ||||
Section 4.5 |
Information Supplied | A-47 | ||||
Section 4.6 |
Capitalization of the ENVI Parties | A-47 | ||||
Section 4.7 |
SEC Filings | A-49 | ||||
Section 4.8 |
Absence of Changes | A-49 |
Section 4.9 |
Contracts; No Defaults | A-49 | ||||
Section 4.10 |
Investment Company Act | A-50 | ||||
Section 4.11 |
Trust Account; Financial Ability | A-50 | ||||
Section 4.12 |
Transactions with Affiliates | A-50 | ||||
Section 4.13 |
Litigation | A-51 | ||||
Section 4.14 |
Compliance with Applicable Law | A-51 | ||||
Section 4.15 |
ENVI Party Activities | A-51 | ||||
Section 4.16 |
Internal Controls: Listing: Financial Statements | A-51 | ||||
Section 4.17 |
No Undisclosed Liabilities | A-52 | ||||
Section 4.18 |
Employees | A-53 | ||||
Section 4.19 |
Tax Matters | A-53 | ||||
Section 4.20 |
CFIUS Foreign Person Status | A-55 | ||||
Section 4.21 |
Compliance with International Trade & Anti-Corruption Laws | A-55 | ||||
Section 4.22 |
Change of Control Payments | A-55 | ||||
Section 4.23 |
PIPE Financing | A-55 | ||||
Section 4.24 |
Investigation; No Other Representations | A-56 | ||||
Section 4.25 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-56 | ||||
Article 5 COVENANTS |
A-57 | |||||
Section 5.1 |
Conduct of Business of the Company | A-57 | ||||
Section 5.2 |
Efforts to Consummate; Transaction Litigation | A-60 | ||||
Section 5.3 |
Confidentiality and Access to Information | A-61 | ||||
Section 5.4 |
Public Announcements | A-62 | ||||
Section 5.5 |
Tax Matters | A-63 | ||||
Section 5.6 |
Company Exclusive Dealing | A-65 | ||||
Section 5.7 |
ENVI Exclusive Dealing | A-65 | ||||
Section 5.8 |
Preparation of Registration Statement / Proxy Statement | A-66 | ||||
Section 5.9 |
ENVI Shareholder Approval | A-67 | ||||
Section 5.10 |
Merger Sub Shareholder Approval | A-68 | ||||
Section 5.11 |
Conduct of Business of ENVI | A-68 | ||||
Section 5.12 |
Nasdaq Listing; ENVI Public Filings | A-70 | ||||
Section 5.13 |
Trust Account | A-70 | ||||
Section 5.14 |
Company Shareholder Approval | A-70 | ||||
Section 5.15 |
Financing | A-71 | ||||
Section 5.16 |
ENVI Indemnification; Directors’ and Officers’ Insurance | A-72 | ||||
Section 5.17 |
Company Indemnification; Directors’ and Officers’ Insurance | A-73 | ||||
Section 5.18 |
Post-Closing Directors and Officers | A-74 | ||||
Section 5.19 |
PCAOB Financials | A-75 | ||||
Section 5.20 |
ENVI Incentive Equity Plan; ENVI Employee Stock Purchase Plan | A-76 | ||||
Section 5.21 |
FIRPTA Certificates | A-76 | ||||
Section 5.22 |
Section 16 Matters | A-76 | ||||
Section 5.23 |
Post-Closing Cooperation; Further Assurances | A-76 | ||||
Section 5.24 |
Affiliate Agreements | A-76 | ||||
Section 5.25 |
Pre-Closing Actions |
A-76 | ||||
Article 6 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT |
A-77 | |||||
Section 6.1 |
Conditions to the Obligations of the Parties | A-77 | ||||
Section 6.2 |
Other Conditions to the Obligations of the ENVI Parties | A-77 | ||||
Section 6.3 |
Other Conditions to the Obligations of the Company | A-78 | ||||
Section 6.4 |
Frustration of Closing Conditions | A-79 |
Article 7 TERMINATION |
A-79 | |||||
Section 7.1 |
Termination | A-79 | ||||
Section 7.2 |
Effect of Termination | A-80 | ||||
Article 8 MISCELLANEOUS |
A-81 | |||||
Section 8.1 |
Non-Survival |
A-81 | ||||
Section 8.2 |
Entire Agreement; Assignment | A-81 | ||||
Section 8.3 |
Amendment | A-81 | ||||
Section 8.4 |
Notices | A-81 | ||||
Section 8.5 |
Governing Law | A-82 | ||||
Section 8.6 |
Fees and Expenses | A-82 | ||||
Section 8.7 |
Construction; Interpretation | A-82 | ||||
Section 8.8 |
Exhibits and Schedules | A-83 | ||||
Section 8.9 |
Parties in Interest | A-83 | ||||
Section 8.10 |
Severability | A-83 | ||||
Section 8.11 |
Counterparts; Electronic Signatures | A-84 | ||||
Section 8.12 |
Knowledge of Company; Knowledge of ENVI | A-84 | ||||
Section 8.13 |
No Recourse | A-84 | ||||
Section 8.14 |
Extension; Waiver | A-84 | ||||
Section 8.15 |
Waiver of Jury Trial | A-85 | ||||
Section 8.16 |
Submission to Jurisdiction | A-85 | ||||
Section 8.17 |
Remedies | A-86 | ||||
Section 8.18 |
Trust Account Waiver | A-86 |
Annex A |
PIPE Investors | |
Annex B |
Supporting Company Shareholders | |
Exhibit A |
Form of Sponsor Letter Agreement | |
Exhibit B |
Form of PIPE Subscription Agreement | |
Exhibit C |
Form of Investor Rights Agreement | |
Exhibit D |
Form of Transaction Support Agreement | |
Exhibit E |
Form of Letter of Transmittal | |
Exhibit F |
Form of Amended and Restated Certificate of Incorporation of ENVI | |
Exhibit G |
Form of Amended and Restated Bylaws of ENVI | |
Exhibit H |
Form of Company Shareholder Written Consent | |
Exhibit I |
Form of ENVI Incentive Equity Plan | |
Exhibit J |
Form of ENVI Employee Stock Purchase Plan |
ENVIRONMENTAL IMPACT ACQUISITION CORP. | ||
By: | /s/ Daniel Coyne | |
Name: Daniel Coyne | ||
Title: Chief Executive Officer | ||
HONEY BEE MERGER SUB, INC. | ||
By: | /s/ Daniel Coyne | |
Name: Daniel Coyne | ||
Title: Chief Executive Officer | ||
GREENLIGHT BIOSCIENCES, INC. | ||
By: | /s/ Andrey Zarur | |
Name: Andrey Zarur, Ph.D. | ||
Title: Chief Executive Officer |
(a) | Voting |
ENVIRONMENTAL IMPACT ACQUISITION CORP. |
By: |
Name: | ||
Title: |
ENVIRONMENTAL IMPACT ACQUISITION CORP. | ||
By: | /s/ Daniel Coyne | |
Name: | Daniel Coyne | |
Title: | Chief Executive Officer and Director |
GREENLIGHT BIOSCIENCES, INC. | ||
By: | /s/ Andrey Zarur | |
Name: | Andrey Zarur | |
Title: | Chief Executive Officer |
CG INVESTMENTS INC. VI | ||
By: | /s/ Jeffrey Barlow | |
Name: Jeffrey Barlow | ||
Title: Director |
HB STRATEGIES LLC | ||
By: | /s/ George Antonopoulos | |
Name: George Antonopoulos | ||
Title: Authorized Signatory |
/s/ David Brewster |
David Brewster |
/s/ Dean Seavers |
Dean Seavers |
/s/ Deval L. Patrick |
Deval L. Patrick |
(i) | no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing; |
(ii) | no governmental authority of competent jurisdiction shall have rendered, issued, promulgated, enforced, enacted or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and which then makes the consummation of the transactions contemplated hereby illegal or then restrains or prohibits the consummation of the transactions contemplated hereby; and |
(iii) | all conditions precedent to the Transaction Closing set forth in the Transaction Agreement, including all necessary approvals of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing). |
(i) | all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date); and |
(ii) | the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing except where the failure of such performance or compliance would not delay, or materially impair, the ability of the Subscriber to consummate the Closing. |
(i) | all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date); |
(ii) | the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; |
(iii) | the terms of the Transaction Agreement (as in effect on the date hereof, including the conditions thereto), shall not have been amended or waived in a manner that would reasonably be expected to be materially adverse to the economic benefits of the Common Stock to be received under this Subscription Agreement; |
(iv) | There shall have been no amendment, waiver or modification to any Other Subscription Agreement that materially benefits one or more Other Subscribers unless the Subscriber shall have been offered the same benefits; and |
(v) | The Company shall have filed with the Nasdaq Stock Market, Inc. (“ NASDAQ ”) an application or supplemental listing application for listing of the Shares and the Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance. |
(i) | except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to the Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions; |
(ii) | advise the Subscriber within two (2) business days: |
(1) | when a Registration Statement or any post-effective amendment thereto has become effective; |
(2) | of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; |
(3) | of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; |
(4) | of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and |
(5) | subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. |
(iii) | use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; |
(iv) | upon the occurrence of any event contemplated above, except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
(v) | use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Common Stock is then listed; |
(vi) | use its commercially reasonable efforts (A) to take all other steps necessary to effect and maintain the registration of the Shares contemplated hereby and (B) until the Effectiveness Expiration, to timely file all reports and other materials required to be filed by the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other materials is required for the applicable provisions of Rule 144 to enable the Subscriber to sell the Shares under Rule 144; and |
(vii) | upon request of the Subscriber, use commercially reasonable efforts to promptly cause the removal of any restrictive legends on the Shares and issue a certificate or a book entry record without any such legends to the holder of the Shares if (A) such Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale thereof, (B) the Shares are sold pursuant to Rule 144, or (C) the Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Company to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Company with an undertaking to effect any sales or other transfers in accordance with the Securities Act. |
If to the Company, to: Environmental Impact Acquisition Corp. 535 Madison Avenue New York, NY 10022 Attention: Legal Department E-mail: lteipner@cgf.comTelephone No.: (212) 389-8109 |
with copies (which shall not constitute notice) to: Latham & Watkins LLP 10250 Constellation Blvd., Suite 1100 Los Angeles, CA 90067 Attention: Steven B. Stokdyk E-mail: steven.stokdyk@lw.comTelephone No.: (213) 891-7421 |
Environmental Impact Acquisition Corp. | ||
By: | /s/ Daniel Coyne | |
Name: Daniel Coyne | ||
Title: Chief Executive Officer and Director |
SUBSCRIBER | ||
Name(s) of Subscriber: | ||
Signature of Authorized Signatory of Subscriber: |
| ||
Name of Authorized Signatory: | ||
Title of Authorized Signatory: | ||
Address for Notice to Subscriber: |
Attention: | ||
Email: | ||
Facsimile No.: | ||
Telephone No.: | ||
Address for Delivery of Shares to Subscriber (if not same as address for notice): |
Subscription Amount: |
$ | |||
|
|
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Number of Shares: |
||||
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|
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EIN: |
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_______ | A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; | |
_______ | A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); | |
_______ | An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the “ Investment Advisers Act ”), or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act; | |
_______ | An insurance company as defined in Section 2(a)(13) of the Securities Act; | |
_______ | An investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that act; | |
_______ | A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; | |
_______ | A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; | |
_______ | A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; | |
_______ | An employee benefit plan within the meaning of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; | |
_______ | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; | |
_______ | An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; | |
_______ | A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company; |
_______ | An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs. | |
_______ | The Subscriber does not qualify under any of the investor categories set forth above. |
☐ | Corporation | ☐ | Limited Partnership | |||||
☐ | Limited Liability Company | ☐ | General Partnership | |||||
☐ | Revocable Trust | |||||||
☐ | Other Type of Trust (indicate type): | |||||||
☐ | Other (indicate form of organization): |
True | ||
False |
SUBSCRIBER | ||
Name(s) of Subscriber: | ||
Signature of Authorized Signatory of Subscriber: |
| ||
Name of Authorized Signatory: | ||
Title of Authorized Signatory: | ||
Address for Notice to Subscriber: |
Attention: | ||
Email: | ||
Facsimile No.: | ||
Telephone No.: |
☐ | The Subscriber is not and will not be, and is not acting on behalf of or using the assets of, an entity or any other person that is or will be a Benefit Plan Investor (as defined below). |
☐ | The Subscriber is, or is acting on behalf of or using the assets of, a Benefit Plan Investor. |
☐ | The Subscriber is, or is acting on behalf of or using the assets of, an employee benefit plan that is not subject to ERISA or Section 4975 of the Code but is subject to any Similar Law. |
☐ | an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Part 4 of Subtitle B of Title I of ERISA. |
☐ | a plan, account or arrangement to which Section 4975 of the Code applies. |
☐ | an entity (other than an insurance company general account) the assets of which are treated as “plan assets” for purposes of ERISA or Section 4975 of the Code; and |
☐ | an insurance company general account, some or all of the assets of which are considered “plan assets” for purposes of ERISA or Section 4975 of the Code; and |
SUBSCRIBER | ||
Name(s) of Subscriber: | ||
Signature of Authorized Signatory of Subscriber: |
| ||
Name of Authorized Signatory: | ||
Title of Authorized Signatory: | ||
Address for Notice to Subscriber: |
Attention: | ||
Email: | ||
Facsimile No.: | ||
Telephone No.: |
COMPANY: | ||
Environmental Impact Acquisition Corp. | ||
By: | /s/ Daniel Coyne | |
Name: | Daniel Coyne | |
Title: | Chief Executive Officer and Director |
Holder: |
||
Name of Holder | ||
By: | ||
Name: |
||
Title: |
||
Address for Notice: | ||
| ||
| ||
| ||
Telephone No.: | ||
Facsimile No.: | ||
Email Address: | ||
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ENVIRONMENTAL IMPACT ACQUISITION CORP. | ||
By: | /s/ Daniel Coyne | |
Name: | Daniel Coyne | |
Title: | Chief Executive Officer and Director |
Name of Stockholder | ||
By: | ||
Name: |
||
Title: | ||
Email: |
Owned Shares | ||
Class/Series Securities |
Number of Shares | |
Company Series A Preferred Shares 1 |
||
Company Series B Preferred Shares | ||
Company Series C Preferred Shares | ||
Company Series D Preferred Shares | ||
Company Common Shares | ||
Other Equity Securities of the Company | ||
Company Options | ||
Company Warrants | ||
Convertible Notes |
1 |
To list all shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock, and/or Series A-3 Preferred Stock (each, as defined in the Company’s Certificate of Incorporation) held by the Shareholder. |
ENVIRONMENTAL IMPACT ACQUISITION CORP. |
By: |
Name: |
||
Title: |
Confidential |
August 9, 2021 |
1. | Reviewed the following documents: |
a. | ENVI’s audited balance sheet as of January 19, 2021 included in ENVI’s Form 8-K filed with the Securities and Exchange Commission (“ SEC” ) on January 25, 2021, ENVI’s audited balance sheet as of December 31, 2020 and the related statements of operations, changes in stockholder’s equity and cash flows for the period from July 2, 2020 (Inception) through December 31, 2020 included in ENVI’s Form 10-K filed with the SEC on March 26, 2021, and ENVI’s unaudited interim financial statements as of and for the three months ended March 31, 2021 included in ENVI’s Form 10-Q filed with the SEC on May 24, 2021; |
b. | Audited financial statements of GreenLight as of and for the year ended December 31, 2019, unaudited financial information of GreenLight as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021 and the six months ended June 30, 2021, which GreenLight’s management identified as being the most current financial statements available; |
c. | Other internal documents relating to the history, current operations, and probable future outlook of GreenLight, including financial projections of Greenlight for the years ended December 31, 2021 through December 31, 2025, prepared by GreenLight and provided to us by the management of ENVI (the “ Financial Projections ”); |
d. | A letter dated August 9, 2021 from the management of ENVI and GreenLight which made certain representations as to historical financial statements, the Financial Projections and the assumptions underlying the Financial Projections, for ENVI and GreenLight, respectively; |
e. | Industry reports that Duff & Phelps deemed relevant; |
f. | The GreenLight PIPE Investor Deck, dated August 9, 2021; and |
g. | A draft of the Business Combination Agreement, by and among Environmental Impact Acquisition Corp., Honey Bee Merger Sub, Inc., and GreenLight Biosciences, Inc., dated August 8, 2021; |
2. | Discussed the information referred to above and the background and other elements of the Initial Business Combination with the management of ENVI and with the management of GreenLight; |
3. | Discussed with ENVI management and GreenLight management the plans and intentions with respect to the management and operation of ENVI following the completion of the Initial Business Combination; |
4. | Reviewed the historical trading price and trading volume of ENVI’s common stock and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant; |
5. | Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant and an analysis of selected transactions that Duff & Phelps deemed relevant; and |
6. | Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate. |
1. | Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including ENVI management, and did not independently verify such information; |
2. | Relied upon the fact that the Board of Directors and ENVI have been advised by counsel as to all legal matters with respect to the Initial Business Combination, including whether all procedures required by law to be taken in connection with the Initial Business Combination have been duly, validly and timely taken; |
3. | Assumed that any estimates, evaluations, forecasts and projections, including the Financial Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no opinion with respect to such estimates, evaluations, forecasts and projections or the underlying assumptions; |
4. | Assumed that information supplied by and representations made by ENVI management are substantially accurate regarding ENVI, GreenLight and the Initial Business Combination; |
5. | Assumed that the representations and warranties made in the Business Combination Agreement are substantially accurate; |
6. | Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed; |
7. | Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of ENVI or GreenLight since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading; |
8. | Assumed that all of the conditions required to implement the Initial Business Combination will be satisfied and that the Initial Business Combination will be completed in accordance with the |
Business Combination Agreement without any material amendments thereto or any material waivers of any terms or conditions thereof; and |
9. | Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Initial Business Combination will be obtained without any adverse effect on ENVI, GreenLight, or the contemplated benefits expected to be derived in the Initial Business Combination. |
Exhibit Number |
Description | |
101.PRE | Inline XBRL Definition Linkbase Document | |
101.DEF | Inline XBRL Definition Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Previously filed |
** | To be filed by amendment. |
+ | Indicates management contract or compensatory plan. |
† | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
†† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule of exhibit to the SEC upon request. |
11. | The undersigned Registrant hereby undertakes: |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
12. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
13. | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
14. | The registrant undertakes that every prospectus: (1) that is filed pursuant to the immediately preceding paragraph, or (2) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
15. | The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. |
16. | The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. |
ENVIRONMENTAL IMPACT ACQUISITION CORP. | ||
By: | /s/ Daniel Coyne | |
Name: Daniel Coyne | ||
Title: Chief Executive Officer |
NAME |
POSITION |
DATE | ||
/s/ Daniel Coyne Daniel Coyne |
Chief Executive Officer, President and Director (Principal Executive Officer) |
December 6, 2021 | ||
/s/ Marc Marano Marc Marano |
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
December 6, 2021 | ||
* Jennifer Pardi |
Director |
December 6, 2021 | ||
* Deval Patrick |
Director |
December 6, 2021 | ||
* David Brewster |
Director |
December 6, 2021 | ||
* Dean Seavers |
Director |
December 6, 2021 |
*By: | /s/ Daniel Coyne | |
Daniel Coyne | ||
attorney-in-fact |