ENVI Environmental Impact Acquisition Corporation

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (the “Issuer”), whose principal executive offices are located at 200 Boston Avenue, Suite 3100, Medford, Massachusetts 02155.

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

Xeraya Cove Ltd

Fares Zahir

Xeraya Cove Ltd is an exempted company organized under the laws of the Cayman Islands. Mr. Zahir is a citizen of Malaysia. The business address of the Reporting Persons is c/o Xeraya Capital Sdn Bhd, 26.03-26.08, Level 26, G Tower, 199 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. Mr. Zahir’s principal business occupation is Chief Executive Officer and Co-Founder of Xeraya Capital. Xeraya Cove Ltd is principally engaged in the business of managing its investments, including in the securities of the Issuer.

Information with respect to the directors and executive officers of Xeraya Cove Ltd (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons, is listed on the attached Schedule A, which is incorporated herein by reference.

By virtue of the agreements made pursuant to the Contribution and Exchange Agreement (as defined below), Xeraya Cove Ltd and each of the Rollover Stockholders (as defined below) may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by the other Rollover Stockholders are not the subject of this Schedule 13D. For a description of the relationship between Xeraya Cove Ltd and the other Rollover Stockholders, see Item 4 below.

During the last five years, the Reporting Persons have not been either (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On February 2, 2022 (the “Closing Date”), Environmental Impact Acquisition Corp., a Delaware corporation (“ENVI”), consummated a business combination with GreenLight Biosciences, Inc., a Delaware corporation (“Legacy GreenLight”), pursuant to the terms of the business combination agreement, dated August 9, 2021 (the “Business Combination Agreement”), among ENVI, GreenLight and Honey Bee Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of ENVI (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy GreenLight, with Legacy GreenLight surviving the merger as a wholly owned subsidiary of ENVI (the “Business Combination”). In connection with the consummation of the Business Combination on the Closing Date, ENVI changed its name to GreenLight Biosciences Holdings, PBC and became a public benefit corporation.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Business Combination, each outstanding share of capital stock of Legacy GreenLight was exchanged for shares of Common Stock of the Issuer, and outstanding Legacy GreenLight options and warrants to purchase shares of capital stock of Legacy GreenLight (whether vested or unvested) were converted into comparable options and warrants to purchase shares of Common Stock, in each case, based on an implied Legacy GreenLight fully diluted equity value of $1.2 billion.

In connection with the Business Combination, the Issuer completed the sale and issuance of 12,425,000 shares of Common Stock in a private placement at a purchase price of $10.00 per share pursuant to subscription agreements that had been entered into between the Issuer and certain institutional accredited investors, including Xeraya Cove Ltd, either concurrently with the execution of the Business Combination Agreement or subsequently in November 2021 (the “PIPE Financing”).

Contribution and Exchange Agreement

On May 29, 2023, in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 29, 2023 (the “Merger Agreement”), pursuant to which the Issuer will become a wholly owned subsidiary of SW ParentCo, Inc. (“Parent”) (the transactions, the “Merger”), Parent entered into a Contribution and Exchange Agreement (collectively, the “Contribution and Exchange Agreements”) with certain stockholders of the Issuer, including Xeraya Cove Ltd, (each, a “Rollover Stockholder”), pursuant to which the Rollover Stockholders agreed to contribute in aggregate 120,521,038 shares of Common Stock (the “Rollover Shares”) to Parent, in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”), of Parent. Xeraya Cove Ltd agreed to contribute 1,734,277 shares of Common Stock. As of May 29, 2023, the total amount of Rollover Shares constitute approximately 79.46% of the total issued and outstanding shares of the Common Stock. The rollover transaction will close immediately prior to the effective time of the Merger. The Contribution and Exchange Agreements will terminate upon the first to occur of the consummation of the Merger, the date and time that the Merger Agreement is terminated in accordance with its terms and the date and time that the Board or the Special Committee make an Adverse Recommendation Change (as defined in the Merger Agreement) in accordance with the Merger Agreement.

Pursuant to the terms of the Contribution and Exchange Agreement, Xeraya Cove Ltd agreed to the following:

The foregoing description of the Contribution and Exchange Agreements does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Contribution and Exchange Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Issuer’s board of directors, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors.

To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change his purpose or formulate different plans or proposals with respect thereto at any time.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 151,681,314 shares of Common Stock outstanding as of May 8, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-K, filed with the Securities and Exchange Commission on May 11, 2023:

The share amount reported herein consists of shares of Common Stock held directly by Xeraya Cove Ltd. Mr. Zahir is a director of Xeraya Cove Ltd and has investment authority with respect to the securities held by Xeraya Cove Ltd. As a result, Mr. Zahir may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Xeraya Cove Ltd.

In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Contribution and Exchange Agreement, the Rollover Stockholders may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by the other Rollover Stockholders and such shares are not the subject of this Schedule 13D.

(d)       None.

Item 4 above summarizes certain provisions of the Contribution and Exchange Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Except as described above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 8, 2023

SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Xeraya Cove Ltd are set forth below.