Environmental Impact Acquisition Corp

The consideration basis is again an implied GreenLight equity value of $1.2 billion, with GreenLight capital stock exchanged for ENVI Class A common stock and options and warrants converted into comparable ENVI instruments, and the prospectus again covers 120,000,000 shares as a maximum. Two days separate this amendment from the previous one and the read portion is identical apart from the amendment number and the date, so what changed lies outside it. Nothing substantive is recorded here on the strength of the difference in numbering alone.

The consideration basis restated here is an implied GreenLight equity value of $1.2 billion, with GreenLight capital stock exchanged for ENVI Class A common stock and GreenLight options and warrants converted into comparable ENVI instruments. The prospectus covers 120,000,000 shares as a maximum rather than an expectation. What this amendment altered is not visible in the portion of the document read: the cover, the transaction description and the covered share count match the neighbouring amendment word for word. No substantive change is recorded, rather than one being inferred.

The exchange is fixed to a valuation rather than to a share count: each outstanding share of GreenLight capital stock is exchanged for ENVI Class A Common Stock, and GreenLight options and warrants, vested or unvested, convert into comparable ENVI instruments, in each case based on an implied GreenLight equity value of $1.2 billion. The 120,000,000 shares the prospectus covers are described as the maximum issuable to GreenLight's stockholders, optionholders and warrantholders, so the figure is a ceiling and not the consideration.

Consideration is set by an implied GreenLight equity value of $1.2 billion rather than by a fixed share count: GreenLight capital stock is exchanged for ENVI Class A common stock and GreenLight options and warrants convert into comparable ENVI instruments on that basis. The prospectus covers 120,000,000 shares, the maximum issuable to GreenLight holders rather than the expected number. ENVI's own Class A and Class B shares all become New GreenLight common stock. The proposed Nasdaq symbol is left blank, and conditional Nasdaq approval of the listing application is a closing condition.

The prospectus cover carries no share count at all, so a holder cannot size the dilution from this version — the figure that matters is simply absent where comparable filings print it. The document is marked preliminary and subject to completion, so the securities may not be sold until the registration statement is effective, and no meeting date is stated. ENVI's stockholders are asked to consider and vote upon the Business Combination and the other proposals described in the proxy statement/prospectus.

The 120,000,000 is stated on the assumption that every outstanding option and warrant to acquire GreenLight common stock is exercised before the closing, so it is a fully diluted ceiling rather than a count of shares actually delivered, and holders who do not exercise reduce it. The fee table carries no separate line for an earnout or for assumed equity awards, so 120,000,000 is the whole registered amount. The $9.84 is a market average used only to compute the fee.