GRNA GreenLight Biosciences Holdings PBC

As filed with the Securities and Exchange Commission on July 24, 2023

Registration No. 333-262574

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-1

ON

FORM S-3

REGISTRATION STATEMENT NO. 333-262574

UNDER

THE SECURITIES ACT OF 1933

GreenLight Biosciences Holdings, PBC

(Exact name of registrant as specified in its charter)

29 Hartwell Ave

Lexington, Massachusetts 02421

(617) 616-8188

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Andrey J. Zarur

President and Chief Executive Officer

29 Hartwell Avenue

Lexington, Massachusetts 02421

(617) 616-8188

(Name, address, including ip code, and telephone number, including area code, of agent for service)

Copies to:

Nate Gallon

Noah Kornblith

O’Melveny & Myers LLP

2765 Sand Hill Rd

Menlo Park, California 94025

(650) 473-2604

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 4 filed by GreenLight Biosciences Holdings, PBC, a Delaware corporation (the “Registrant”), deregisters any and all securities remaining unissued under the following Registration Statement on Form S-1, as subsequently amended by several Post-Effective Amendments on Form S-1 and on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”):

Pursuant to the Agreement and Plan of Merger, dated as of May 29, 2023 (the “Merger Agreement”), by and between the Registrant, SW ParentCo, Inc., a Delaware corporation (“Parent”), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly-owned subsidiary of Parent. The Merger became effective on July 24, 2023, upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.

As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement and, in accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered thereunder which remain unsold at the termination of the offering, hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, Commonwealth of Massachusetts, on this July 24, 2023. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.