Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Entity Registrant Name | GreenLight Biosciences Holdings, PBC | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001822691 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39894 | ||
Entity Tax Identification Number | 85-1914700 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 200 Boston Avenue | ||
Entity Address, City or Town | Medford | ||
Entity Address, State or Province | MA | ||
City Area Code | 617 | ||
Local Phone Number | 616-8188 | ||
Entity Address, Postal Zip Code | 02155 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | GRNA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 122,839,613 | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Entity Public Float | $ 193,257,000 | ||
ICFR Auditor Attestation Flag | false | ||
Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | ||
Trading Symbol | GRNAW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 67,496 | $ 156,848 |
Prepaid expenses | 462,550 | |
Total Current Assets | 530,046 | 156,848 |
Deferred offering costs | 168,152 | |
Marketable securities held in Trust Account | 207,012,391 | |
TOTAL ASSETS | 207,542,437 | 325,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 11,702,085 | 2,528 |
Accrued offering costs | 118,569 | |
Promissory note – related party | 500,000 | 300,000 |
Total Current Liabilities | 12,320,654 | 302,528 |
Warrant liabilities | 15,885,000 | |
Total Liabilities | 28,205,654 | 302,528 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 20,700,000 and no shares at redemption value of $10.00 as of December 31, 2021 and 2020, respectively | 207,000,000 | |
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,175,000 shares issued and outstanding as of December 31, 2021 and 2020 | 518 | 518 |
Additional paid-in capital | 24,482 | |
Accumulated deficit | (27,663,735) | (2,528) |
Total Stockholders' (Deficit) Equity | (27,663,217) | 22,472 |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 207,542,437 | $ 325,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock subject to possible redemption | 20,700,000 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,700,000 | 20,700,000 |
Common stock, shares outstanding | 20,700,000 | 20,700,000 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,175,000 | 5,175,000 |
Common stock, shares outstanding | 5,175,000 | 5,175,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 2,528 | $ 13,095,341 |
Loss from operations | (2,528) | (13,095,341) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 12,391 | |
Loss in initial issuance of Private Placement Warrants | (1,272,500) | |
Change in fair value of warrant liabilities | (704,000) | |
Other income, net | (1,964,109) | |
Net loss | $ (2,528) | $ (15,059,450) |
Weighted average shares outstanding, Class A common stock (restated) (in Shares) | 19,679,178 | |
Basic and diluted net loss per share, Class A common stock (restated) (in Shares) | (0.61) | |
Weighted average shares outstanding, Class B common stock (restated) (in Shares) | 4,500,000 | 5,141,712 |
Basic and diluted net loss per share, Class B common stock (restated) (in Dollars per share) | $ 0 | $ (0.61) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Accumulated Deficit |
Balance at Jul. 01, 2020 | |||||
Balance (in Shares) at Jul. 01, 2020 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 518 | 24,482 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 5,175,000 | ||||
Net loss | (2,528) | (2,528) | |||
Balance at Dec. 31, 2020 | 22,472 | $ 518 | 24,482 | (2,528) | |
Balance (in Shares) at Dec. 31, 2020 | 5,175,000 | ||||
Accretion of Class A common stock subject to possible redemption | (12,626,239) | (24,482) | (12,601,757) | ||
Net loss | (15,059,450) | (15,059,450) | |||
Balance at Dec. 31, 2021 | $ (27,663,217) | $ 518 | $ 0 | $ (27,663,735) | |
Balance (in Shares) at Dec. 31, 2021 | 5,175,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,528) | $ (15,059,450) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on issuance of Private Placement Warrants | 1,272,500 | |
Change in fair value of warrant liabilities | 704,000 | |
Transaction costs incurred in connection with warrants | 50,179 | |
Interest earned on marketable securities held in Trust Account | (12,391) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (462,550) | |
Accounts payable and accrued expenses | 2,528 | 11,699,557 |
Net cash used in operating activities | 0 | (1,808,155) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (207,000,000) | |
Net cash used in investing activities | 0 | (207,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 206,750,000 | |
Proceeds from sale of Private Placement Warrants | 2,000,000 | |
Proceeds from sale of Unit Purchase Option | 6,000 | |
Proceeds from promissory note – related party | 500,000 | |
Repayment of promissory note - related party | 180,632 | (300,000) |
Payment of offering costs | (48,784) | (237,197) |
Net cash provided by financing activities | 156,848 | 208,718,803 |
Net Change in Cash | 156,848 | (89,352) |
Cash – Beginning | 156,848 | |
Cash – Ending | 156,848 | 67,496 |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | $ 118,569 | |
Offering costs paid through promissory note | $ 119,368 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS GreenLight Biosciences Holdings, PBC (formerly known as Environmental Impact Acquisition Corp.) (the “Company”) was incorporated in Delaware on July 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company was not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, Honey Bee Merger Sub, Inc., which was incorporated in the State of Delaware on August 6, 2021 (“Merger Sub”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 2, 2020 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a business combination and activities in connection with the acquisition of GreenLight Biosciences, Inc., a Delaware corporation (“GreenLight”) (see Note 6). The Company generated non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021 the Company consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Units, at $10.00 per Unit, generating gross proceeds of $207,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HB Strategies LLC (“HB Strategies”), the anchor investor and an affiliate of Hudson Bay Capital Management LP, generating gross proceeds of $2,000,000, which is described in Note 4. Transaction costs amounted to $773,917, consisting of $250,000 in cash underwriting fees, inclusive of $150,000 paid for underwriters concession fees (see Note 6), and $523,917 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds have been applied toward consummating a business combination. Consummation of Business Combination On February 2, 2022 (the “Closing Date”), the Company consummated the previously announced business combination with GreenLight Biosciences, Inc., a Delaware corporation (“GreenLight”), pursuant to the terms of the business combination agreement, dated August 9, 2021 (the “Business Combination Agreement”), among the Company, GreenLight and Merger Sub. 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 (the “Merger” or “Business Combination”). In connection with the consummation of the Merger on the Closing Date, ENVI changed its name to GreenLight Biosciences Holdings, PBC (“New GreenLight”) 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 (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 Delaware General Corporation Law (the “DGCL”) are properly exercised and not withdrawn) was exchanged for shares of common stock, par value $0.0001 per share, of New GreenLight (“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 (the “Rollover Options”) and warrants (the “Assumed Warrants”) to purchase shares of New GreenLight Common Stock, in each case, based on an implied GreenLight fully diluted equity value per share (“ENVI Class B Common Stock”), became shares of New GreenLight Common Stock. Consummation of PIPE Financing In connection with the Business Combination, New GreenLight completed the sale and issuance of shares of New GreenLight Common Stock in a private placement at a purchase price of per share pursuant to subscription agreements (the “Subscription Agreements”) that had been entered into between New GreenLight and certain institutional accredited investors (the “PIPE Investors”) either concurrently with the execution of the Business Combination Agreement or subsequently in November 2021 (the “PIPE Financing”). Proceeds of the Business Combination and PIPE Financing New GreenLight’s gross proceeds from the Business Combination and the PIPE Financing totaled approximately million, which included approximately million of funds held in New GreenLight’s trust account (after giving effect to redemptions) and approximately Warrant Forfeiture In connection with ENVI’s initial public offering, approximately warrants (the “Insider Warrants” and together with the Private Placement Warrants, the “Private Warrants”) were issued to ENVI’s sponsor, CG Investments Inc. VI (the “Sponsor”) and certain of ENVI’s directors (together with HB Strategies and the Sponsor, the “Initial Stockholders”). 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 Liquidity and Going Concern As of December 31, 2021, the Company had $67,496 in cash and a working capital deficit of $11,790,608. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 6), and loan proceeds from the Sponsor of $300,000 and $500,000 under separate Promissory Notes (as defined in Note 6). The Company repaid the $300,000 Note in full on January 19, 2021. The $500,000 Note was initiated on August 9, 2021 and total borrowings as of December 31, 2021 were $500,000. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. On February 2, 2022, the Company consummated the Business Combination with GreenLight. The Company believes that the net proceeds from the Business Combination and the PIPE Financing, together with the combined entities existing cash and cash equivalents, will not be sufficient to fund its operations for twelve months from the date hereof. Based on the net proceeds from the Business Combination and the PIPE Financing, together with existing cash and cash equivalents, the Company is evaluating a range of opportunities to extend cash runway, including management of program spending, platform licensing collaborations and potential financing activities. The combined entity expects to incur significant expenses and operating losses for the foreseeable future as the Company advances product candidates through preclinical and clinical development and field trials, seek regulatory approval and pursue commercialization of any approved product candidates. It is expected that research and development and general and administrative costs will increase in connection with the Company’s planned research and development activities. Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, the Company is unable to estimate the exact amount of our working capital requirements. Future capital requirements will depend on many factors. Until the combined Company can generate product revenues to support its cost structure, if any, the Company expects to finance cash needs through a combination of equity offerings, debt financings, collaborations and other similar arrangements. To the extent that additional capital is raised through the sale of equity or convertible securities, the ownership interest of stockholders will be or could be diluted, and the terms of these securities may include liquidation, dividend, redemption and other preferences that adversely affect the rights of the Company’s common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises funds through collaborations, or other similar arrangements with third parties, the Company may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to the Company and/or may reduce the value of common stock. If the Company is unable to raise additional funds through equity or debt financings when needed, the Company may be required to delay, limit, reduce or terminate product development or future commercialization efforts or grant rights to develop and market product candidates even if the Company would otherwise prefer to develop and market such product candidates directly. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management of the Company continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock.. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (11,939,846 ) $ (3,119,604 ) $ — $ (2,528 ) Denominator: Basic and diluted weighted average shares outstanding 19,679,178 5,141,712 — 4,500,000 Basic and diluted net loss per common share $ (0.61 ) $ (0.61 ) $ — $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Public Utilities, General Disclosures [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, HB Strategies and/or its affiliates purchased an aggregate of 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($2,000,000 in the aggregate) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In August and September of 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor and HB Strategies (together, the “Initial Stockholders”) for an aggregate price of $25,000. In December 2020, the Sponsor and HB Strategies returned to the Company, at no cost, 862,500 and 2,443,750 Founder Shares, respectively, and the Company issued an aggregate of 431,250 Founder Shares to its independent director nominees, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On September 4, 2020, HB Strategies issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest On August 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 pursuant to a promissory note (the “Note”). The Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital Loans may be converted into units at a price of $10.00 per unit at the option of the holder. The units would be identical to the Placement Units. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were no Working Capital Loans outstanding. Sponsor and Director Compensation At the closing of the Initial Public Offering, the Company issued 600,000 private placement-equivalent warrants to the Sponsor and 50,000 private placement-equivalent warrants to each of Gov. Patrick, Messrs. Brewster and Seavers, the Company’s independent director. Such warrants were issued for nominal amount and are identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The Company recorded the fair value of these warrants of approximately $0.9 million on the date of issuance which is included in loss on initial issuance of Private Placement Warrants in the statements of operations for the year ended December 31, 2021. Underwriter The underwriter is an affiliate of the Sponsor (see note 6). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up five and , respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. In addition, pursuant to a registration agreement with Hudson Bay Capital Management LP (“Hudson Bay”) and its permitted transferees, the Company is required to register (i) resale of any securities purchased in the Initial Public Offering by filing a registration statement within 30 days after the closing of the Initial Public Offering and use its best effort to have such registration statement declared effective within 90 days after the closing of the Initial Public Offering; and (ii) resale of any Private Placement Warrants and shares of Class A common stock underlying the Private Placement Warrants by filing a registration statement within 30 days after the completion of a Business Combination and use its best effort to have such registration statement declared effective within 90 days after the completion of a Business Combination. In the event of any delay in filing and/or effectiveness of any aforesaid registration statement under the registration agreement with Hudson Bay and its permitted transferees, the unavailability of such restatement after effectiveness or a public information failure (each, a “Registration Default”), Hudson Bay and its permitted transferees are entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each Registration Default and 2% per month (or a portion thereof pro rata) that such Registration Default continues to exist. Underwriting Agreement The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. Additionally, the Company agreed to pay the underwriter $150,000 in expenses to cover seller’s concessions to selling group member in connection with the Initial Public Offering. The independent underwriter will receive no other compensation. Business Combination Marketing Agreement The Company engaged Canaccord Genuity LLC (“Canaccord”) as advisors in connection with its Business Combination to assist the Company in arranging meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with the preparation of its press releases and public filings in connection with the Business Combination. The Company will 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 Initial Public Offering if the underwriters’ over-allotment option is exercised in full. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. As of December 31, 2021, Cannacord is owed a total of $5,839,808 as a result of the closing of the Business Combination Business Combination and Related Agreements ENVI held a special meeting of the ENVI stockholders on February 1, 2022 (the “Special Meeting”). At the Special Meeting, the stockholders considered and adopted, among other matters, the Business Combination Agreement. On February 2, 2022, the parties to the Business Combination Agreement consummated the Business Combination. Prior to the Special Meeting, certain stockholders of ENVI exercised their right to redeem approximately 19.5 million shares of ENVI Class A Common Stock for cash at a price of approximately $10.00 per share, or aggregate payments of approximately $194.9 million. The redemption price was paid out of ENVI’s trust account. On the Closing Date, the following transactions were completed: • Merger Sub merged with and into GreenLight, with GreenLight surviving as a wholly owned subsidiary of New GreenLight; • ENVI filed an amended and restated certificate of incorporation, became a public benefit corporation under the Delaware General Corporation Law and changed its name to “GreenLight Biosciences Holdings, PBC”, and the Board adopted amended and restated bylaws; • All outstanding shares of capital stock of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law are properly exercised and not withdrawn) were exchanged for an aggregate of approximately 104.0 million shares of New GreenLight Common Stock; • all outstanding options to acquire shares of capital stock of GreenLight were assumed by New GreenLight and converted into options 2022 Plan million shares of New GreenLight Common Stock (“ Rollover Options • all outstanding warrants to acquire shares of capital stock of GreenLight were assumed by New GreenLight and converted into warrants to shares of New GreenLight Common Stock Assumed Warrants • New New • the 5,175,000 outstanding shares of ENVI Class B Common Stock converted into 5,175,000 shares of New Private Placement In Registration Rights and Transfer Restrictions Concurrently with the execution of the Business Combination Agreement, ENVI, the initial stockholders and certain stockholders of GreenLight entered into the Investor Rights Agreement, dated August 9, 2021 (the “ Investor Rights Agreement the lock-up period The Business Combination Proposal—Related Agreements—Investor Rights Agreement Transaction Support Agreement Concurrently with the execution of the Business Combination Agreement, ENVI and certain stockholders of GreenLight entered into the Transaction Support Agreement, dated August 9, 2021 (the “ Transaction Support Agreement and Co-Sale Agreement, The Business Combination Proposal—Related Agreements—Transaction Support Agreement The approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) by the GreenLight stockholders will require the approval of the holders of (a) a majority of the voting power of the outstanding GreenLight Shares, voting together on an as-converted basis, (b) a majority of the outstanding shares of GreenLight Common Stock, (c) a majority of the outstanding shares of GreenLight Preferred Stock, voting together on an as-converted 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 Stock, voting as a separate class. The parties to the Transaction Support Agreement hold in the aggregate (a) GreenLight Shares, or % of the total GreenLight Shares, (b) shares of GreenLight Common Stock, or % of the total outstanding shares of GreenLight Common Stock, (c) shares of GreenLight Preferred Stock on an as-converted basis, representing % of the total outstanding shares of GreenLight Preferred Stock on an as-converted basis, (d) shares of GreenLight Series C Preferred Stock, representing % of the total outstanding shares of GreenLight Series C Preferred Stock and (e) shares of GreenLight Series D Preferred Stock, representing % of the total outstanding shares of GreenLight Series D Preferred Stock. Accordingly, it is expected that, as of the relevant record date for the vote, the parties to the Transaction Support Agreement will hold in the aggregate a sufficient number of GreenLight Shares to provide the requisite approval from the GreenLight stockholders of the Business Combination Agreement and the transactions contemplated thereby (including the Merger). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of the Business Combination, on a one-for-one as-converted one-for-one |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 8 — WARRANTS As of December 31, 2021, there were 10,350,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • 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 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price . As of December 31, 2021, there were 2,000,000 Private Placement Warrants outstanding and 750,000 Insider Warrants outstanding which are identical to the Private Placement Warrants. As of December 31, 2020 there were no Private Placement Warrants or Insider Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets at December 31, 2021 and 2020 is as follows: December 31, December 31, Deferred tax asset (liability) Net operating loss carryforward $ 39,939 $ 531 Startup/Organization Expenses 202,776 — Business combination expenses 2,494,698 — Total deferred tax assets, net 2,737,413 531 Valuation Allowance (2,737,413 ) (531 ) Deferred tax liability, net of valuation allowance $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from July 2, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (2,736,882 ) (531 ) State and Local Current — — Deferred — — Change in valuation allowance 2,736,882 531 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $187,659 and $2,528 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from July 2, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $2,736,882 and $531, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (0.98 )% 0.0 % Transaction costs allocated to warrants (0.07 )% 0.0 % Fair value of private warrant liability in excess of proceeds (1.78 )% 0.0 % Change in valuation allowance (18.17 )% (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2021, assets held in the Trust Account were comprised of $207,012,391 in cash and The following table presents information about the Company’s assets and liabilities that are measured at fair value under ASC Topic 820, “Fair Value Measurement,” on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: Investments held in Trust Account – Cash and money 1 $ 207,012,391 Liabilities: Warrant Liability – Public Warrants 1 12,420,000 Warrant Liability – Private Placement Warrants 3 2,520,000 Warrant Liability - Sponsor and Directors 3 945,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black-Scholes-Merton model for the warrants were as follows: Input January 13, December 31, Risk-free interest rate 0.74 % 1.30 % Expected term (years) 5.00 5.00 Expected volatility 21 % 18.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.92 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions 192,500 (2,898,000 ) (2,705,500 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of December 31, 2021 $ 3,465,000 $ — $ 3,465,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $9.0 million, when the Public Warrants were separately listed and traded. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than the business combination as discussed in Note 1 and Note 6, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock.. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (11,939,846 ) $ (3,119,604 ) $ — $ (2,528 ) Denominator: Basic and diluted weighted average shares outstanding 19,679,178 5,141,712 — 4,500,000 Basic and diluted net loss per common share $ (0.61 ) $ (0.61 ) $ — $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet | At December 31, 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (11,939,846 ) $ (3,119,604 ) $ — $ (2,528 ) Denominator: Basic and diluted weighted average shares outstanding 19,679,178 5,141,712 — 4,500,000 Basic and diluted net loss per common share $ (0.61 ) $ (0.61 ) $ — $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of net deferred tax assets | The Company’s net deferred tax assets at December 31, 2021 and 2020 is as follows: December 31, December 31, Deferred tax asset (liability) Net operating loss carryforward $ 39,939 $ 531 Startup/Organization Expenses 202,776 — Business combination expenses 2,494,698 — Total deferred tax assets, net 2,737,413 531 Valuation Allowance (2,737,413 ) (531 ) Deferred tax liability, net of valuation allowance $ — $ — |
Schedule of income tax provision | The income tax provision for the year ended December 31, 2021 and for the period from July 2, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (2,736,882 ) (531 ) State and Local Current — — Deferred — — Change in valuation allowance 2,736,882 531 Income tax provision $ — $ — |
Summary of the reconciliation of effective tax rate to the statutory federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (0.98 )% 0.0 % Transaction costs allocated to warrants (0.07 )% 0.0 % Fair value of private warrant liability in excess of proceeds (1.78 )% 0.0 % Change in valuation allowance (18.17 )% (21.0 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities at fair value on a recurring basis | Level Fair Value Assets: Investments held in Trust Account – Cash and money 1 $ 207,012,391 Liabilities: Warrant Liability – Public Warrants 1 12,420,000 Warrant Liability – Private Placement Warrants 3 2,520,000 Warrant Liability - Sponsor and Directors 3 945,000 |
Schedule of Black-Scholes-Merton model for the warrants | The key inputs into the Black-Scholes-Merton model for the warrants were as follows: Input January 13, December 31, Risk-free interest rate 0.74 % 1.30 % Expected term (years) 5.00 5.00 Expected volatility 21 % 18.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.92 |
Schedule of changes in the fair value of Level 3 warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions 192,500 (2,898,000 ) (2,705,500 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of December 31, 2021 $ 3,465,000 $ — $ 3,465,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Feb. 02, 2022 | Jan. 19, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 01, 2022 | Aug. 09, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Transaction costs | $ 773,917 | ||||||
Payment of underwriting fees by cash | 250,000 | ||||||
Payment of underwriting concession fees | 150,000 | ||||||
Payment of other offering costs | 523,917 | ||||||
Cash | 67,496 | ||||||
Working capital deficit | 11,790,608 | ||||||
Payment of sponsor | 25,000 | ||||||
Loan proceeds | 300,000 | ||||||
Sponsor to purchase the founder shares amount | 500,000 | ||||||
Promissory notes repaid amount | $ 300,000 | ||||||
Liquidity and going concern | $ 500,000 | ||||||
Borrowings amount | $ 500,000 | ||||||
Share price | $ 10 | ||||||
Payments of Stock Issuance Costs | $ 48,784 | $ 237,197 | |||||
PIPE Financing Member [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Stock issued during period shares | 12,425,000 | ||||||
Share price | $ 10 | ||||||
Green Light Holdings [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 136,400,000 | ||||||
Payments to Acquire Restricted Investments | 12,100,000 | ||||||
Proceeds from Issuance or Sale of Equity | 124,300,000 | ||||||
Proceeds from Collection of Advance to Affiliate | 35,250,000 | ||||||
Payments of Stock Issuance Costs | $ 25,000,000 | ||||||
Green Light Holdings [Member] | ENVI Class A Common Stock [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Shares issued, price per share | $ 0.0001 | ||||||
Green Light Holdings [Member] | Common Stock [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Shares issued, price per share | $ 0.0001 | ||||||
Business acquisition, equity interest issued or issuable, value assigned | $ 1,200,000,000 | ||||||
SponsorMember | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Percentage of ENVI Class A Common Stock were redeemed | 25.00% | ||||||
Percentage of warrants forfeited issued to the Initial Stockholders | 25.00% | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 687,500 | ||||||
SponsorMember | Maximum [Member] | Private Placement Warrants [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Class of Warrants and Rights Issued During the Period | 750,000 | ||||||
SponsorMember | Minimum [Member] | Private Placement Warrants [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Class of Warrants and Rights Issued During the Period | 2,000,000 | ||||||
Initial Public Offering [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Number of units issued (in Shares) | 20,700,000 | ||||||
Gross proceeds | $ 207,000,000 | ||||||
Net proceeds of the sale of the Units | $ 207,000,000 | ||||||
Net proceeds per unit (in Dollars per share) | $ 10 | ||||||
Over-Allotment Option [Member] | Underwriter [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Number of units issued (in Shares) | 2,700,000 | ||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||
Private Placement Warrants [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Number of units issued (in Shares) | 2,000,000 | ||||||
Price per unit (in Dollars per share) | $ 1 | ||||||
Gross proceeds | $ 2,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Accounting Policies [Abstract] | |
Income tax rate | 0.00% |
Class of warrants are exercisable to purchase (in Shares) | 13,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Gross proceeds | $ 207,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (11,902,500) |
Plus: | |
Accretion of carrying value to redemption value | 12,626,239 |
Class A common stock subject to possible redemption | 207,000,000 |
Class A Common Stock [Member] | |
Less: | |
Class A common stock issuance costs | (723,739) |
Plus: | |
Class A common stock subject to possible redemption | $ 207,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net loss, as adjusted | $ (2,528) | $ (15,059,450) |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (11,939,846) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 0 | 19,679,178 |
Basic and diluted net loss per common share | $ (0.61) | |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (2,528) | $ (3,119,604) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 4,500,000 | 5,141,712 |
Basic and diluted net loss per common share | $ 0 | $ (0.61) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 19, 2021 | Dec. 31, 2021 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of unit sold | 20,700,000 | |
Initial public offering units, description | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of unit sold | 2,700,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Common Class A [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrants [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of units issued | 2,000,000 |
Warrants price per share (in Dollars per share) | $ / shares | $ 1 |
Aggregate of warrant shares | 2,000,000 |
Private placement description | Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 02, 2022 | Feb. 01, 2022 | Jan. 13, 2021 | Aug. 02, 2020 | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Sep. 04, 2020 | Aug. 09, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares return to the company | 19,500,000 | ||||||||
Number of shares issued | 431,250 | ||||||||
Number of founder shares issued and outstanding | 4,312,500 | ||||||||
Percentage of common shares issued and outstanding after initial public offering | 20.00% | ||||||||
Sponsor agreed to loan (in Dollars) | $ 500,000 | ||||||||
Borrowings (in Dollars) | $ 500,000 | ||||||||
Fair value of warrants (in Dollars) | 900,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares subject to forfeiture | 687,500 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 300,000 | ||||||||
Outstanding balance (in Dollars) | $ 300,000 | ||||||||
Working Capital Loans [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 1,500,000 | ||||||||
Conversion price per unit (in Dollars per share) | $ 10 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Stock dividend, description | On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. | ||||||||
Shares subject to forfeiture | 675,000 | ||||||||
Founder Shares [Member] | Sponsor and HB Strategies [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of class B common stock issued | 7,187,500 | ||||||||
Value of class B common stock issued (in Dollars) | $ 25,000 | ||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares return to the company | 862,500 | ||||||||
Founder Shares [Member] | HB Strategies [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares return to the company | 2,443,750 | ||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 600,000 | ||||||||
Private Placement [Member] | Gov. Patrick, Messrs. Brewster and Seavers [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 50,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Last sale price of common stock (in Dollars per share) | $ 12 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Feb. 02, 2022 | Feb. 01, 2022 | Dec. 31, 2021 |
Commitments (Details) [Line Items] | |||
Purchase price percentage | 2.00% | ||
Registration default per month percentage | 2.00% | ||
Stock Redeemed or Called During Period, Shares | 19,500,000 | ||
Share Price | $ 10 | ||
Stock Redeemed or Called During Period, Value | $ 194,900,000 | $ (12,626,239) | |
Business Combination Marketing Agreement [Member] | |||
Commitments (Details) [Line Items] | |||
As per agreement total amount owed to advisor | $ 5,839,808 | ||
2022 Plan [Member] | Rollover Options [Member] | |||
Commitments (Details) [Line Items] | |||
Number of shares purchased | 18,000,000 | ||
Maximum [Member] | |||
Commitments (Details) [Line Items] | |||
Proposed public offering period | 7 years | ||
Minimum [Member] | |||
Commitments (Details) [Line Items] | |||
Proposed public offering period | 5 years | ||
SponsorMember | |||
Commitments (Details) [Line Items] | |||
Percentage of ENVI Class A Common Stock were redeemed | 25.00% | ||
Percentage of warrants forfeited issued to the Initial Stockholders | 25.00% | ||
Shares subject to forfeiture | 687,500 | ||
ENVI Class B Common Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock, shares outstanding | 5,175,000 | ||
Green Light Shares [Member] | |||
Commitments (Details) [Line Items] | |||
Conversion of Stock, Shares Issued | 92,514,094 | ||
Percentage of outstanding Shares on converted basis | 64.00% | ||
GreenLight Common Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Conversion of Stock, Shares Issued | 1,846,446 | ||
Percentage of outstanding Shares on converted basis | 54.00% | ||
GreenLight Preferred Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Conversion of Stock, Shares Issued | 90,667,648 | ||
Percentage of outstanding Shares on converted basis | 64.00% | ||
GreenLight Series C Preferred Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Conversion of Stock, Shares Issued | 19,362,221 | ||
Percentage of outstanding Shares on converted basis | 55.00% | ||
GreenLight Series D Preferred Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Conversion of Stock, Shares Issued | 37,021,189 | ||
Percentage of outstanding Shares on converted basis | 62.00% | ||
New Greenlight Common Stock [Member] | |||
Commitments (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 12,425,000 | ||
Common stock, shares outstanding | 5,175,000 | ||
Number of share options exercised during the current period | 104,000,000 | ||
Assumed Warrants [Member] | |||
Commitments (Details) [Line Items] | |||
Number of warrants or rights outstanding | 75,920 | ||
Private Placement Warrants [Member] | SponsorMember | Maximum [Member] | |||
Commitments (Details) [Line Items] | |||
Class Of Warrants and Rights Issued During the Period | 750,000 | ||
Private Placement Warrants [Member] | SponsorMember | Minimum [Member] | |||
Commitments (Details) [Line Items] | |||
Class Of Warrants and Rights Issued During the Period | 2,000,000 | ||
IPO [Member] | |||
Commitments (Details) [Line Items] | |||
Underwriting fee | $ 100,000 | ||
Payments to underwriter expenses to cover seller's concessions | $ 150,000 | ||
Business Combination [Member] | |||
Commitments (Details) [Line Items] | |||
Business combination, description | The Company will 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 Initial Public Offering if the underwriters’ over-allotment option is exercised in full. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Converted basis, percentage | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 20,700,000 | 20,700,000 |
Common stock, shares outstanding | 20,700,000 | 20,700,000 |
Common Stock, Voting Rights | Holders of Class A common stock are entitled to one vote for each share. | |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,175,000 | 5,175,000 |
Common stock, shares outstanding | 5,175,000 | 5,175,000 |
Common Stock, Voting Rights | Holders of Class B common stock are entitled to one vote for each share. |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding | 10,350,000 |
Description of redemption of public warrants | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • 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. |
Private Placement Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding | 2,000,000 |
Insider Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding | 750,000 |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Description of redemption of public warrants | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Income Tax (Details) - Summary
Income Tax (Details) - Summary of Net Deferred Tax Assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforward | $ 39,939 | $ 531 |
Startup/Organization Expenses | 202,776 | |
Business combination expenses | 2,494,698 | |
Total deferred tax assets, net | 2,737,413 | 531 |
Valuation Allowance | (2,737,413) | (531) |
Deferred tax liability, net of valuation allowance |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current | ||
Deferred | (531) | (2,736,882) |
Current | ||
Deferred | ||
Change in valuation allowance | 531 | 2,736,882 |
Income tax provision |
Income Tax (Details) - Summar_2
Income Tax (Details) - Summary of the Reconciliation of Effective Tax Rate to the Statutory Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrants | (0.98%) | 0.00% |
Transaction costs allocated to warrants | (0.07%) | 0.00% |
Fair value of private warrant liability in excess of proceeds | (1.78%) | 0.00% |
Change in valuation allowance | (18.17%) | (21.00%) |
Income tax provision | 0.00% | 0.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | ||
Operating Loss Carryforwards | $ 2,528 | $ 187,659 |
Amount of increase (decrease) in the valuation allowance | $ 531 | $ 2,736,882 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Additional Information | Dec. 31, 2021USD ($) |
Fair Value Measurements (Details) [Line Items] | |
Cash and money market funds | $ 207,012,391 |
Public Warrants [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Warrants listed and traded amount | $ 9,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account – Cash and money market funds | $ 207,012,391 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 12,420,000 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 2,520,000 |
Level 3 [Member] | Sponsor and Directors [Member] | |
Liabilities: | |
Warrant Liability | $ 945,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Black-Scholes-Merton model for the warrants - $ / shares | Jan. 13, 2021 | Dec. 31, 2021 |
Schedule of Black-Scholes-Merton model for the warrants [Abstract] | ||
Risk-free interest rate | 0.74% | 1.30% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 21.00% | 18.00% |
Exercise price | $ 11.50 | $ 11.50 |
Fair value of Units | $ 9.43 | $ 9.92 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning | $ 0 |
Initial measurement on January 19, 2021 | 3,272,500 |
Change in valuation inputs or other assumptions | 192,500 |
Transfers to Level 1 | 0 |
Fair value ending | 3,465,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning | 0 |
Initial measurement on January 19, 2021 | 11,902,500 |
Change in valuation inputs or other assumptions | (2,898,000) |
Transfers to Level 1 | (9,004,500) |
Fair value ending | 0 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning | 0 |
Initial measurement on January 19, 2021 | 15,175,000 |
Change in valuation inputs or other assumptions | (2,705,500) |
Transfers to Level 1 | (9,004,500) |
Fair value ending | $ 3,465,000 |