The following discussion and analysis of ENVI's financial condition and results
of operations should be read in conjunction with ENVI's audited consolidated
financial statements and the notes related thereto, which are presented at the
end of this Annual Report beginning on page
F-1.
This discussion and analysis includes forward-looking statements, and actual
results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth under
"Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors"
and elsewhere in this Annual Report.

Overview


ENVI was incorporated on July 2, 2020 as a special purpose acquisition company,
a type of blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization, or
other similar business combination with one or more target businesses. ENVI was
sponsored by CG Investments Inc. VI (the "
Sponsor
").

Until the consummation of the Business Combination on February 2, 2022, ENVI's activities consisted principally of organizational activities, an initial public offering and related private placement, a search for one or more businesses to acquire, and the negotiation, execution, performance and consummation of the Business Combination, including the PIPE Financing.

Initial Public Offering and Private Placement



On January 19, 2021, ENVI consummated its IPO of 20,700,000 Units, including
2,700,000 Units issued to the underwriters upon full exercise of their
over-allotment option. Each Unit consisted of one share of ENVI Class A Common
Stock and
one-half
of one warrant, with each whole warrant entitling the holder thereof to purchase
one share of Class A Common Stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to ENVI of $207.0 million.
Simultaneously with the closing of the IPO, ENVI completed the private sale of
an aggregate of 2,000,000 Private Placement Warrants to HB Strategies, LLC ("
HB Strategies
") at a purchase price of $1.00 per Private Placement Warrant, generating gross
proceeds of $2.0 million. At the closing of the IPO, ENVI also issued 600,000
Private Placement Warrants to the Sponsor and 50,000 Private Placement Warrants
to each of its three independent directors (together with HB Strategies and the
Sponsor, the "
Initial Stockholders
"). A total of $207.0 million, comprised of $206,750,000 of the proceeds from
the IPO and $250,000 of the proceeds of the sale of the Private Placement
Warrants, was placed in the trust account maintained by Continental Stock
Transfer & Trust Company, acting as trustee.

Business Combination

On August 9, 2021, ENVI entered into the Business Combination Agreement with Merger Sub and GreenLight, under which ENVI agreed to acquire GreenLight in exchange for aggregate consideration of up to 120,000,000 shares of Class A Common Stock. On February 2, 2022, pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into GreenLight, with GreenLight surviving the merger as a wholly owned subsidiary of ENVI. In connection with the consummation of the Merger on the Closing Date, ENVI changed its name to GreenLight Biosciences Holdings, PBC and became a public benefit corporation.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger, each outstanding share of capital stock of GreenLight (other than treasury shares) was exchanged for shares of New GreenLight Common Stock, and outstanding GreenLight options and warrants to purchase shares of capital stock of GreenLight (whether vested or unvested) were converted into comparable options and warrants to purchase shares of New GreenLight Common Stock, in each case, based on an implied GreenLight fully diluted equity value of $1.2 billion. In connection with the consummation of the Business Combination, all of the issued and outstanding shares of ENVI Class A Common Stock and all of the issued and outstanding shares of ENVI Class B Common Stock became shares of New GreenLight Common Stock.


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In the Business Combination, New GreenLight issued an aggregate of approximately 104.0 million shares of New GreenLight Common Stock, Rollover Options to purchase an aggregate of approximately 18.0 million shares of New GreenLight Common Stock and Assumed Warrants to purchase less than 0.1 million shares of New GreenLight Common Stock.

Consummation of PIPE Financing

In connection with the Business Combination, New GreenLight completed the sale and issuance of 12,425,000 shares of New GreenLight Common Stock in a private placement at a purchase price of $10.00 per share pursuant to the Subscription Agreements, which had been entered into between ENVI and the PIPE Investors either concurrently with the execution of the Business Combination Agreement or subsequently in November 2021.

Redemption of ENVI Class A Common Stock

Also in connection with the Business Combination, 19,489,626 shares of ENVI Class A Common Stock were redeemed for an aggregate payment of approximately $194.9 million. The redemption price was paid from the trust account, the remaining balance of the trust account was disbursed to New GreenLight, and the trust account was closed.

Proceeds of the Business Combination and PIPE Financing



New GreenLight's gross proceeds from the Business Combination and the PIPE
Financing totaled approximately $136.4 million, which included approximately
$12.1 million of funds held in the trust account (after giving effect to
redemptions) and approximately $124.3 million of proceeds from the PIPE
Financing, inclusive of $35.25 million previously advanced to GreenLight, as
described in more detail in "
Management's Discussion and Analysis of Financial Condition and Results of
Operations of GreenLight
" as of and for the years ended December 31, 2021 and 2020 (the "
GreenLight MD&A
"), which is filed as Exhibit 99.2 to New GreenLight's Current Report on Form
8-K
filed on the date hereof and is incorporated herein by reference. The gross
proceeds do not reflect estimated aggregate transaction expenses and other costs
related to the Business Combination, the PIPE Financing and other transactions
of approximately $25.0 million.

Warrant Forfeiture



Concurrently with the execution of the Business Combination Agreement, the
Initial Stockholders and GreenLight entered into an agreement (the "
Sponsor Letter Agreement
"), pursuant to which HB Strategies and the Sponsor agreed that, if more than
25% of the shares of ENVI Class A Common Stock were redeemed pursuant to ENVI's
Amended and Restated Certificate of Incorporation in effect prior to the
Business Combination (the "
Existing Charter
"), then they would forfeit 25% of the warrants issued to the Initial
Stockholders. At the closing of the Business Combination, pursuant to the terms
of the Sponsor Letter Agreement, HB Strategies and the Sponsor forfeited an
aggregate of 687,500 Private Placement Warrants.

Results of Operations



From its inception until the consummation of the Business Combination, ENVI
neither engaged in any operations nor generated any operating revenues. During
such period, ENVI's only activities were organizational activities, activities
in connection with the IPO and related private placement, identifying a target
company for a business combination, and activities in connection with the
acquisition of GreenLight. ENVI generated
non-operating
income in the form of interest income on marketable securities held in the trust
account. ENVI incurred expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for
due diligence expenses.

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For the year ended December 31, 2021, ENVI had a net loss of $15.1 million, which consisted of general and administrative expenses of $13.1 million, a loss on initial issuance of the Private Placement Warrants of $1.3 million and a change in fair value of warrant liabilities of $0.7 million. Marketable securities held in the trust account earned interest of $12,391.

For the period from July 2, 2020 (inception) through December 31, 2020, ENVI had a net loss of $2,528, which consisted of formation and operating expenses.

Liquidity and Capital Resources; Going Concern

From its inception until the consummation of the Business Combination, ENVI's principal sources of liquidity consisted of loans from affiliates and the proceeds of the issuance of the Private Placement Warrants. Although ENVI raised gross proceeds of $207.0 million in its IPO on January 19, 2021, substantially all of those proceeds were placed in the trust account and were not available for use in funding operations. Interest income prior to the consummation of the Business Combination was not material. ENVI had no other capital resources or sources of liquidity.

On September 4, 2020, HB Strategies agreed to loan ENVI up to $0.3 million pursuant to an unsecured promissory note. The note was non-interest bearing and was payable on the earlier of March 31, 2021 or the consummation of the IPO. From September 4, 2020 to the closing of the IPO, ENVI borrowed $0.3 million to fund operating expenses. ENVI repaid the full amount of the loan at the closing of the IPO on January 19, 2021.

As described above under " - Overview - Initial Public Offering and Private Placement ," on January 19, 2021, ENVI received gross proceeds of $2.0 million from the issuance of the Private Placement Warrants simultaneously with the closing of the IPO. The proceeds of this financing were used to fund operating expenses and the repayment of the $0.3 million loan from HB Strategies.



On August 9, 2021, HB Strategies loaned ENVI $0.5 million pursuant to an
unsecured promissory note. The note was
non-interest
bearing and was due and payable on the earlier of January 19, 2022 or the
closing of the Business Combination. The proceeds of the loan were used to fund
operating expenses. In connection with the consummation of the Business
Combination, HB Strategies forgave the full amount of the loan.

Cash Flows from Operating Activities



For the year ended December 31, 2021, cash used in operating activities was
$1.8 million. Net loss of $15.1 million included a
non-cash
loss on initial issuance of Private Placement Warrants of $1.3 million,
non-cash
charges related to the change in fair value of the warrant liabilities of
$0.7 million and transaction costs associated with the warrants of $0.1 million.
Net changes in operating assets and liabilities, consisting primarily of an
increase in accounts payable and accrued expenses, provided $11.2 million of
cash for operating activities. No cash was used in operating activities for the
year ended December 31, 2020.

Cash Flows from Investing Activities

For the year ended December 31, 2021, net cash used in investing activities was $207.0 million, which consisted of investments in the trust account. No cash was used in investing activities for the year ended December 31, 2020.

Cash Flows from Financing Activities

For the year ended December 31, 2021, net cash provided by financing activities was $208.7 million, consisting primarily of net proceeds from the IPO of $206.8 million, proceeds from the issuance of the Private Placement Warrants of $2.0 million and proceeds from a loan from HB Strategies of $0.5 million, partially offset by


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repayment of a loan from HB Strategies of $0.3 million and payment of offering costs of $0.2 million. For the year ended December 31, 2020, net cash provided by financing activities was $0.2 million, consisting primarily of proceeds from a loan from HB Strategies of $0.2 million, partially offset by payment of offering costs.

Cash Position

As of December 31, 2021, ENVI had cash of less than $0.1 million and marketable securities held in the trust account of $207.0 million, including an immaterial amount earned from interest income. At December 31, 2021, ENVI expected to use the amounts in the trust account to fund an uncertain amount of potential redemptions of ENVI Class A Common Stock in connection with the then-anticipated consummation of the Business Combination and to use any amounts remaining after such redemptions to satisfy its existing obligations, including $11.7 million of accounts payable and accrued expenses and $0.5 million of loans as of December 31, 2021, and to fund the future operations of GreenLight following the then-anticipated consummation of the Business Combination.

Upon consummation of the Business Combination on February 2, 2022, ENVI used the amounts in the trust account to redeem 19,489,626 shares of ENVI Class A Common Stock for approximately $194.9 million and to satisfy a portion of its existing obligations.

Accounting Predecessor; Known Trends and Uncertainties


As a result of the Business Combination, GreenLight is considered the accounting
predecessor of New GreenLight. The audited consolidated financial statements of
GreenLight as of and for the years ended December 31, 2021 and 2020 (the "
GreenLight Financial Statements
") have been filed as Exhibit 99.1 to the Current Report on Form
8-K
filed by New GreenLight on the date hereof and are incorporated herein by
reference. For filings made after the Closing Date (other than this Annual
Report), the consolidated financial statements of GreenLight will be the
consolidated financial statements of New GreenLight.

In light of the consummation of the Business Combination, the historical consolidated financial statements of ENVI ceased to be representative of the consolidated financial position, results of operations, stockholders' equity and cash flows of New GreenLight. For information regarding the consolidated financial position, results of operations, stockholders' equity and cash flows of New GreenLight as of and for the years ended December 31, 2021 and 2020, see the GreenLight Financial Statements. For management's discussion and analysis of the GreenLight Financial Statements, including known trends and uncertainties regarding the future consolidated financial position, results of operations, stockholders' equity and cash flows of New GreenLight, see the GreenLight MD&A, which is incorporated herein by reference.

Going Concern


As a result of the factors discussed above and in the GreenLight MD&A, including
the subsection entitled "
-Liquidity and Capital Resources
-
Funding Future
Operations;
Going Concern
," in connection with New GreenLight's assessment of going concern
considerations in accordance with the Financial Accounting Standard Board's ("
FASB
") Accounting Standards Update ("
ASU
")
2014-15,
"
Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern
," New GreenLight management has determined that New GreenLight's liquidity
condition raises substantial doubt about its ability to continue as a going
concern through one year after the date that ENVI's consolidated financial
statements are issued.

Off-Balance

Sheet Financing Arrangements



As of December 31, 2021, ENVI had no obligations, assets or liabilities that
would be considered
off-balance
sheet financing arrangements. Through December 31, 2021, ENVI did not
participate in transactions

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that created relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, for the purpose
of facilitating
off-balance
sheet financing arrangements. Through December 31, 2021, ENVI had not entered
into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.

Contractual Obligations

As of December 31, 2021, ENVI did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than warrant liabilities.

Pursuant to the Business Combination Marketing Agreement that ENVI entered into with Canaccord in connection with its IPO, ENVI engaged Canaccord as advisors in connection with a business combination to assist ENVI in arranging meetings with its stockholders to discuss the potential business combination and the target business's attributes, introduce ENVI to potential investors that may be interested in purchasing its securities, assist ENVI in obtaining stockholder approval for the business combination and assist ENVI with the preparation of its press releases and public filings in connection with the business combination. Pursuant to the Business Combination Marketing Agreement, ENVI agreed to pay Canaccord for such services, upon the consummation of a business combination, a cash fee in an amount equal to 3.76% of the gross proceeds of the IPO. Pursuant to the terms of the Business Combination Marketing Agreement, no fee would have been due if ENVI had not completed a business combination. At the Closing of the Business Combination, the parties agreed to reduce the cash fee to $5.8 million, and such amount was paid.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could differ materially from those estimates. New GreenLight has identified the following critical accounting policies with respect to the consolidated financial statements of ENVI included in this Annual Report.

Warrant Liabilities



ENVI accounted for the Warrants in accordance with the guidance contained in
Accounting Standards Codification ("
ASC
")
815-40-15-7D
and 7F, under which the Warrants did not meet the criteria for equity treatment
and were therefore recorded as liabilities. Accordingly, ENVI classified the
Warrants as liabilities at their fair value and must adjust the Warrants to fair
value at each subsequent balance sheet date. These liabilities are subject to
re-measurement
at each balance sheet date until the Warrants are exercised, and any change in
fair value will be recognized in ENVI's statements of operations. The Private
Placement Warrants, for which no observable trading price was available during
the reported periods, were valued using a Modified Black-Scholes Option Pricing
Model. The Public Warrants, for periods where no observable trading price was
available, were valued using a Monte Carlo simulation. For periods subsequent to
the detachment of the Public Warrants from the Units, the Public Warrant quoted
market price was used as the fair value as of each relevant date.

ENVI Class A Common Stock Subject to Possible Redemption

ENVI accounted for the ENVI Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, " Distinguishing Liabilities from Equity ." Under this guidance, shares of common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or that is subject to redemption upon the occurrence of uncertain events not solely within the issuer's control) is classified as temporary equity. At all other times, common stock is classified


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as stockholders' equity. The ENVI Class A Common Stock featured certain redemption rights that were considered to be outside of ENVI's control and subject to the occurrence of uncertain future events. Accordingly, the ENVI Class A Common Stock subject to possible redemption was presented as temporary equity, outside of the stockholders' (deficit) equity section of ENVI's balance sheets. ENVI (and, after the Closing Date, New GreenLight) must recognize changes in redemption value immediately as they occur and adjust the carrying value of the ENVI Class A Common Stock subject to possible redemption at the end of each reporting period to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Net Income (Loss) Per Common Share

At December 31, 2021, ENVI had two classes of shares, the ENVI Class A Common Stock and the ENVI Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of ENVI Class A Common Stock is excluded from income (loss) per common share, as the redemption value approximates fair value.

Recent Accounting Standards



In August 2020, the FASB issued ASU
2020-06,
"
Contracts in Entity's Own Equity (Subtopic
815-40)
" ("
ASU
2020-06
"), to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
New GreenLight is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.

Management of New GreenLight does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on New GreenLight's consolidated financial statements.

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