It’s a green light for GreenLight as RNA pioneer becomes industrial biotech’s latest billion dollar SPAC baby

So, it’s a surprise but not a shock that GreenLight Biosciences is taking part in the latest SPACmania merger, and is funding with Environmental Impact Acquisition Corp. — and will emerge sometime in the next several months on NASDAQ as the sector’s latest billion-dollar baby. The initial valuation in the deal is $1.2 billion, more or less, and includes a $100 million private placement that goes with the deal and supplements a recent $107 million private capital raise. 

Environmental Impact Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses. 

The transaction

In all, the transaction is expected to generate proceeds to fund operations of $282 million, assuming delivery of the full amount held in trust by ENVI, and $105 million of fully committed PIPE financing that includes S2G Ventures, Cormorant Asset Management, Morningside Venture Investments, Hudson Bay Capital, BNP Paribas Ecosystem Restoration Fund, The Jeremy and Hannelore Grantham Environmental Trust, Continental Grain Company, Pura Vida Investments LLC, Xeraya Capital, and MLS Fund II/Spruce.

Why a surprise? GreenLight Biosciences has come a long way since 2016 when, as a young company with a promise of “a revolutionary cell-free manufacturing platform”, CEO and co-founder Andrey Zaurer too the ABLC stage in San Francisco to introduce many of the delegates to their first taste of advanced RNA technology. At the time, the focal point was a sustainable, clean, biological process at costs that can be 5x-1,000x lower than traditional comparable fermentation or organic synthesis, and the target that generally was in discussion was pesticides and herbicides.

Here it is as it was then.

Why not a shock? My, the world has changed. Probably these days a million times as many people have now heard of RNA as knew of it five years ago — and in particular of mRNA technology — because Pfizer and Moderna have tapped the technology as the foundational platform for their COVID-19 vaccines.

Why mRNA? In short, because it is faster to develop, and speed matters when it comes to developing and deploying vaccines, as we all now know. But scale matters, too — producing billions of doses is no small feat. So, GreenLight’s technology for revolutionizing the production of mRNA, or utilizing RNA interference to tap the power of biology to make sustainable pesticides that limit the growth of pests rather than simply killing them with noxious chemicals — well, in many ways, this is the GreenLight Biosciences hour.

The GreenLight backstory

GreenLight harnesses the power of biology to develop RNA-based solutions for some of humanity’s greatest challenges in human health through mRNA vaccines and therapeutics and in food production through RNA crop-protection products. The company’s breakthrough cell-free RNA manufacturing platform, which is protected by numerous patents, allows for cost-effective and scalable production of RNA.

For human health, GreenLight is developing an mRNA manufacturing platform aimed at providing mRNA-based therapeutics at scale and an appropriate price for global needs. The company’s lead vaccine programs include vaccine candidates for Covid-19 and influenza. Earlier-stage programs are being developed to address other unmet medical needs, such as sickle cell disease.

For crop management and plant protection, GreenLight’s most advanced products in development are RNA-based pesticides aimed at protecting honeybees, which are key plant pollinators, from the parasitic varroa destructor mite, and protecting staple food products from destructive insect pests. The traditional chemical pesticides currently in use face increasing consumer opposition and the threat of outright bans due to concerns over their damage to the environment. In addition, crop-destructive pests have developed resistance to many traditional pesticides. Also, the non-specificity of traditional pesticides can result in the unintended killing of insects that are beneficial to crops.

The caveat

The Business Combination Agreement may be terminated under undisclosed ‘customary and limited circumstances’ at any time prior to the closing of the Business Combination or no later than 11:59 P.M. Eastern time on 2/10/22.

The latest investor deck

The newest deck with background on the company and transaction is here.

Reaction from the stakeholders

“Going public through this partnership will accelerate development and commercialization by enabling us to attract the talent, purchase the tools, scale our manufacturing infrastructure, advance regulatory approvals, and develop further the science necessary to address some of humanity’s most pressing challenges.”

“We are thrilled to partner with Environmental Impact Acquisition Corp. to accelerate our vision and advance the delivery of our solutions to where they are needed most, with shared goals to pave the way for a sustainable planet through widely available and affordable RNA,” said Zarur.

“We believe that GreenLight’s breakthrough platform can create advanced therapies, vaccines, and crop-protection products that address—quickly, directly, and specifically—some of the most significant problems facing the world today,” Zarur added. “Going public through this partnership will accelerate development and commercialization by enabling us to attract the talent, purchase the tools, scale our manufacturing infrastructure, advance regulatory approvals, and develop further the science necessary to address some of humanity’s most pressing challenges.”

“When considering quality merger partners that aligned with our mission of delivering environmental and social impact, we saw GreenLight as both a notable and compelling partner for ENVI and our shareholders. In creating ENVI, our goal was to partner with a high-growth, technology-rich business, propelled by a large market opportunity and a business model supporting critical sustainability initiatives. We are excited to announce this merger with GreenLight, as there is alignment on how our combined resources may create value for our stakeholders, and how our capital may be invested in a purpose-driven platform committed to improving humanity. GreenLight has a pipeline of RNA products spanning human, animal, and plant health that are being developed to serve the needs of billions, promoting improved access to wellness, sustainable agriculture, and health,” said Dan Coyne, CEO of Environmental Impact Acquisition Corp. 

“GreenLight has assembled a diverse, talented, qualified, and exceptional team that has built multiple companies. GreenLight is driven to make this cutting-edge platform a reality so that it is available to the world and understands what it takes to deliver breakthrough technology to market. We share GreenLight’s enthusiasm for this combination.”

The Bottom Line

It’s glory days for RNA technology. It’s been a long ride for Greenlight, which was founded in 2008 — clearly, the moment has come. Bringing speed and massive reduction in cost to the production of pesticides, herbicides and vaccines — good news for honeybees, and great news for us.