Environmental Impact Acquisition : UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION – Form 8-K

the subsidiary of ENVI merged with and into GreenLight, with GreenLight surviving as a wholly owned subsidiary of New GreenLight;

each issued and outstanding share of capital stock of GreenLight converted into a number of shares of New GreenLight Common Stock equal to the product of (x) the conversion ratio applicable to such share, if any, under GreenLight’s certificate of incorporation, multiplied by (y) 0.6656 (the “Exchange Ratio”), which is the quotient obtained by dividing (a) 120,000,000, by (b) the number of “Fully-Diluted Shares” as defined in the Business Combination Agreement;

each GreenLight Option 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, 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 was issued and outstanding immediately prior to the Merger became one share of New GreenLight Common Stock;

ENVI issued and sold an aggregate of 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. Proceeds from the 12,425,000 shares are inclusive of $35.25 million that was advanced to GreenLight by the Prepaying PIPE Investors in December 2021 in the form of GreenLight convertible securities. See the section in the Proxy Statement/Prospectus titled “GreenLight’s Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Advancement of a Portion of the Purchase Price of the PIPE Financing” beginning on page 284 for more information;

GreenLight Convertible Notes converted 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; and concurrently the conversion of the GreenLight Preferred Stock into New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement

Certain GreenLight Warrants that were issued and outstanding prior to the Closing Date were exercised. The unaudited pro forma condensed combined balance sheet and statement of operations include adjustments related to the 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

The ENVI Related Party Loan was forgiven.

GreenLight’s existing stockholders have the greater voting interest in New GreenLight with an approximately 85% voting interest as of immediately following the Closing;

by virtue of such voting interest upon the Closing, GreenLight’s existing stockholders 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 consists of seven members, of which five were appointed by GreenLight, one was appointed by GreenLight and approved by ENVI and one was appointed by ENVI;

senior management of GreenLight comprised the senior management of New GreenLight; and

operations of GreenLight comprised 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 incorporated by reference into the Form 8-K;

the historical unaudited financial statements of ENVI as of and for the nine months ended September 30, 2021 and the related notes, which are incorporated by reference into the Form 8-K;

the historical audited consolidated financial statements of GreenLight as of and for the year ended December 31, 2020 and the related notes, which are incorporated by reference into the Form 8-K;

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 incorporated by reference into the Form 8-K; and

other information relating to ENVI and GreenLight which is incorporated by reference into the Form 8-K, including the Business Combination Agreement and the description of certain terms thereof set forth in the section titled “The Business Combination Proposal –The Business Combination Agreement” and the risk factors set forth under the section titled “Risk Factors” contained in Proxy Statement/Prospectus.

Public shares ^(a)

Founder shares

GreenLight Equityholders ^(b)(c)

PIPE Shares

Pro forma common stock outstanding at September 30, 2021 ^(d)

Potential sources of dilution

Public Warrants

Private Placement Warrants

Insider Warrants

Rollover options

Certain amounts adjusted for rounding

Amount excludes 12,412,500 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 1,471,154 private placement warrants and 591,346 Insider Warrants.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight was exchanged for shares of New GreenLight Common Stock, and outstanding GreenLight Options (whether vested or unvested) were exchanged for comparable options to purchase New GreenLight Common Stock.

Amount includes 6,612,259 shares issued upon conversion of the GreenLight Convertible Notes and 677,946 shares underlying GreenLight Warrants that were assumed to be exercised immediately prior to the consummation of the Merger and excludes 17,632,487 shares underlying Rollover Options issued to holders of GreenLight Options, as such GreenLight Options remained unexercised as of the Closing.

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 available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP.

ASSETS

Current Assets

Cash and cash equivalents

Prepaid expenses and other current assets

Total Current Assets

Restricted Cash

Property and equipment, net

Deferred offering costs

Security deposits

Marketable securities held in Trust Account

TOTAL ASSETS

Current liabilities

Accrued expenses

Accounts payable

Convertible debt

Accrued offering costs

Promissory note – related party

Deferred revenue

Long term debt, current portion

Other current liabilities

Total Current Liabilities

Warrant liability

Long term debt, net of current portion

Other liabilities

TOTAL LIABILITIES

Commitments

Class A Common stock subject to possible redemption

Redeemable Convertible Preferred Stock

Stockholders’ Equity (Deficit)

Common Stock, $0.0001 par value

Class A Common Stock, $0.001 par value

Class B Common Stock, $0.0001 par value

Additional paid-in capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Certain amounts adjusted for rounding

Revenues:

Collaboration Revenue

Grant Revenue

Total revenues

Operating expenses

Research and development

General and administrative

Operating and formation costs

Total operating expenses

Operating loss:

Interest income

Loss in initial issuance of Private Placement Warrants

Interest expense

Change in fair value of warrant liability

Loss before benefit for income taxes

Net loss

Loss per Share

Weighted average shares of common stock outstanding

Loss per share (basic and diluted) attributable to common

Revenues:

Collaboration Revenue

Grant Revenue

Total revenues

Operating expenses

Research and development

General and administrative

Operating and formation costs

Total operating expenses

Operating loss:

Interest income

Interest expense

Change in fair value of warrant liability

Loss before benefit for income taxes

Net loss

Loss per Share

Weighted average shares of common stock outstanding

Loss per share (basic and diluted) attributable to

ENVI’s unaudited condensed balance sheet as of September 30, 2021, and the related notes, which are incorporated by reference into the Form 8-K; and

GreenLight’s unaudited condensed consolidated balance sheet as of September 30, 2021, and the related notes, which are incorporated by reference into the Form 8-K.

ENVI’s audited statement of operations for the year ended December 31, 2020 and the related notes, which are incorporated by reference into the Form 8-K; and

GreenLight’s audited consolidated statement of operations for the year ended December 31, 2020, and the related notes, which are incorporated by reference into the Form 8-K.

ENVI’s unaudited condensed statement of operations for the nine months ended September 30, 2021 and the related notes, which are incorporated by reference into the Form 8-K; and

GreenLight’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021, and the related notes, which are incorporated by reference into the Form 8-K.

Represents pro forma adjustments to the condensed combined balance sheet:

Reflects the reclassification of $207.0 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the business combination.

Reflects the reclassification of ENVI Class A Common Stock subject to possible redemption to permanent stockholders’ equity.

Reflects the conversion of ENVI Class B Common Stock held by the initial stockholders of ENVI into New GreenLight Common Stock.

Reflects the forgiveness of the $0.5 million related party loan with HB Strategies on the Closing Date.

Reflects the conversion of the GreenLight Convertible Notes with a historical net carrying value of $18.0 million (including accrued interest of $1.2 million as of September 30, 2021) into 9,934,084 shares of GreenLight Series D Preferred Stock immediately prior to the Closing and the related write-off of $0.04 million of unamortized issuance costs. As all GreenLight Preferred Stock and GreenLight Common Stock was converted into New GreenLight Common Stock in connection with the Business Combination, this adjustment reflects the conversion of such preferred shares directly into New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement.

Reflects the (i) receipt of $0.01 million for the cash exercise of 76,301 liability-classified GreenLight Warrants for 76,301 shares of GreenLight Preferred Stock and (ii) the cashless exercise of 244,349 liability-classified GreenLight Warrants for 20,160 shares of GreenLight Preferred Stock and 192,755 Common Shares. As all GreenLight Preferred Stock and GreenLight Common Stock was converted into New GreenLight Common Stock in connection with the Merger, this adjustment reflects the conversion of such warrants to purchase GreenLight Preferred Stock and GreenLight Common Stock directly into New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement.

Reflects the cashless exchange of 965,854 equity-classified GreenLight Warrants for 636,186 and 64,128 shares of GreenLight Preferred Stock and GreenLight Common Stock, respectively. As all GreenLight Preferred Stock and GreenLight Common Stock was converted into New GreenLight Common Stock in connection with the Merger, this adjustment reflects the conversion of such warrants to purchase GreenLight Preferred Stock and GreenLight Common Stock directly into New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement.

Reflects the conversion of GreenLight Preferred Stock and GreenLight Common Stock into shares of New GreenLight Common Stock pursuant to the terms of the Business Combination Agreement concurrent with the Closing.

Reflects (i) the settlement of estimated transaction costs of $25.0 million anticipated in consummating the Business Combination, of which $24.3 million have not been paid as of September 30, 2021, and (ii) the reclassification of transaction costs of $2.6 million within deferred offering costs, $2.9 million within accrued expenses, $2.1 million within accounts payable and $0.1 million within accrued offering costs. The estimated $25.0 million of transaction costs is inclusive of $5.5 million of transaction costs that have been allocated to ENVI, of which $3.2 million have already been incurred, and of which $2.2 million were expensed upon the consummation of the Business Combination. Transaction costs include legal, financial advisory and other professional fees related to the Business Combination. In connection with the reverse recapitalization treatment, GreenLight’s transaction costs are recorded as reductions to additional paid-in capital.

Reflects gross proceeds from the issuance and sale of an aggregate of 12,425,000 shares of ENVI Class A Common Stock at $10.00 per share from the PIPE Financing pursuant to the Subscription Agreements.

Reflects the elimination of ENVI’s historical accumulated deficit.

Reflects the cash disbursement in which 19,489,626 shares of ENVI Class A Common Stock are redeemed for an aggregate payment of approximately $194.9 million (based on the Closing per share redemption price of approximately $10.00 per share).

Reflects the forfeiture of 687,500 Warrants comprised of 528,846 Private Placement Warrants owned by HB strategies and 158,654 Insider Warrants owned by the Sponsor that are forfeited pursuant to the Sponsor Letter Agreement.

Represents incremental stock-based compensation expense associated with certain Rollover Options that vest based on both a liquidity and a service condition. The liquidity condition is satisfied upon the occurrence of certain events, including a merger or acquisition or other business combination transaction involving GreenLight and a publicly traded special purpose acquisition company or other similar entity and, as a result, the liquidity condition for certain Rollover Options will be satisfied upon the completion of the Business Combination. Upon the closing of the Business Combination, we expect to recognize approximately $1.0 million of incremental stock-based compensation expense associated with these Rollover Options, based on the number of options outstanding and the requisite service completed at September 30, 2021. As of September 30, 2021, the liquidity events were not deemed probable for expense recognition in the Unaudited Consolidated Statement of Operations.

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:

Pro forma net loss

Weighted average shares calculation, basic and diluted

Public shares ^(a)

Founder Shares

GreenLight Equityholders ^(b)(c)

PIPE Shares

Weighted average common stock outstanding ^(d)

Loss per share, basic and diluted, attributable to common stockholders

Amount excludes 12,412,500 warrants to purchase ENVI Class A Common Stock, which is made up of 10,350,000 public warrants, 1,471,154 private placement warrants and 591,346 Insider Warrants.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding share of capital stock of GreenLight was exchanged for shares of New GreenLight Common Stock, and outstanding GreenLight Options (whether vested or unvested) were exchanged for comparable options to purchase New GreenLight Common Stock.

Amount includes 6,612,259 shares issued upon conversion of the GreenLight Convertible Notes and 677,946 shares underlying GreenLight Warrants that were assumed to be exercised immediately prior to the consummation of the Merger and excludes 17,632,487 shares underlying Rollover Options issued to holders of GreenLight Options, as such GreenLight Options remained unexercised as of the Closing.

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 available for issuance under the New GreenLight Equity Plan and the New GreenLight ESPP.