UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2022
ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40032 | 85-3692788 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
40 Beechwood Road Summit, New Jersey 07901 |
07901 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(973) 671-6100
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one share of Class A common stock and one-quarter of one warrant | ENNVU | The NASDAQ Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | ENNV | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ENNVW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement |
On January 31, 2022, ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (as may be further amended and modified from time to time, the “Merger Agreement”), dated as of July 18, 2021 and as amended on December 26, 2021, by and among ENNV, ENNV Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ENNV (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (“Fast Radius”), pursuant to which Merger Sub will merge with and into Fast Radius (the “Merger”) with Fast Radius surviving the Merger as a wholly owned subsidiary of ENNV. Capitalized terms not defined herein have the meaning assigned to them in the Merger Agreement. Pursuant to the Amendment, the parties agreed to, among other things, reduce the Base Purchase Price from $1.0 billion to $750 million. As a result of the Amendment, ENNV will issue up to 75,000,000 newly issued shares of Class A Common Stock, par value $0.0001 per share, of ENNV (“ENNV Class A common stock”) in connection with the Merger, up to 65,000,000 shares of which will be issued or subject to ENNV awards at the closing of the Merger and 10,000,000 shares of which will be issuable upon the attainment of certain previously disclosed performance thresholds.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 8.01 |
Other Events. |
In connection with the Merger, holders of 31,512,573 shares of ENNV Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share for an aggregate redemption amount of approximately $315.4 million (the “Redemptions”). As a result, there will be approximately $29.9 million remaining in ENNV’s trust account following the Redemptions. Holders of ENNV Class A common stock may revoke their election to redeem all or a portion of their shares of ENNV Class A common stock by contacting ENNV’s transfer agent, American Stock Transfer & Trust Company, LLC, by emailing SPACSUPPORT@astfinancial.com by 5:00 p.m., Eastern Time, on February 3, 2022.
ENNV also announced that it convened and then adjourned, without conducting any business, its special meeting of shareholders (the “Special Meeting”). The Special Meeting has been adjourned to 9:00 a.m., Eastern Time, on February 2, 2022 (the “Adjournment”). The Special Meeting is being held to vote on ENNV’s proposed business combination with Fast Radius, as described in ENNV’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2022. The proxy card included with the previously distributed proxy materials will not be updated to reflect the adjournment and may continue to be used to vote shares in connection with the Special Meeting. The record date for the Special Meeting remains January 5, 2022. ENNV stockholders who have already voted and do not wish to change their vote do not need to vote again.
On January 31, 2022, ENNV issued a press release announcing the Amendment, the Redemptions and the Adjournment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Transactions between ENNV and Fast Radius. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “scales,” “representative of,” “valuation,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including but not limited to: (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of ENNV’s securities, (ii) the risk that the Transactions may not be completed by ENNV’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ENNV, (iii) the failure to satisfy the conditions to the consummation of the Transactions, including the requisite approvals of ENNV’s and Fast Radius’ stockholders, the satisfaction of the minimum trust account amount following any redemptions by ENNV’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Transactions, (v) the risk that ENNV’s proposed private offering of public equity is not completed, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Transactions, (vii) the effect of the announcement or pendency of the Transactions on Fast Radius’ business or employee relationships, operating results and business generally, (viii) the risk that the Transactions disrupts current plans and operations of Fast Radius, (ix) the risk of difficulties in retaining employees of Fast Radius as a result of the Transactions, (x) the outcome of any legal proceedings that may be instituted against Fast Radius or against ENNV related to the Merger Agreement or the Transactions, (xi) the ability to maintain the listing of ENNV’s securities on a national securities exchange, (xii) changes in the competitive industries in which Fast Radius operates, variations in operating performance across competitors, changes in laws and regulations affecting Fast Radius’ business and changes in the combined capital structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions, and the ability to identify and realize additional opportunities, (xiv) risks related to the uncertainty of Fast Radius’ projected financial information, (xv) risks related to Fast Radius’ potential inability to become profitable and generate cash, (xvi) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, (xvii) the risk that demand for Fast Radius’ cloud manufacturing technology does not grow as expected, (xviii) the ability of Fast Radius to retain existing customers and attract new customers, (xix) the potential inability of Fast Radius to manage growth effectively, (xx) the potential inability of Fast Radius to increase its cloud manufacturing capacity or to achieve efficiencies regarding its cloud manufacturing process or other costs, (xxi) the enforceability of Fast Radius’ intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others, (xxii) Fast Radius’ dependence on senior management and other key employees, (xxiii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Fast Radius operates, (xxiv) the risk that Fast Radius may require additional funding for its growth plans and may not be able to obtain any additional financing on terms that are acceptable to Fast Radius or at all and (xxv) costs related to the Transactions and the failure to realize anticipated benefits of the Transactions or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated stockholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of ENNV’s Quarterly Reports on Form 10-Q, the Registration Statement (as defined below), the Proxy Statement/Prospectus (as defined below) and other documents filed by ENNV from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Fast Radius and ENNV assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Fast Radius nor ENNV gives any assurance that either Fast Radius or ENNV, or the combined company, will achieve its expectations.
Additional Information and Where to Find It
This Report relates to the proposed Transactions between ENNV and Fast Radius. ENNV filed a registration statement on Form S-4 (as amended, the “Registration Statement”), including a proxy statement/prospectus (the “Proxy Statement/Prospectus), relating to the Transaction with the SEC on September 3, 2021, and the SEC declared the Registration Statement effective on January 13, 2022. The definitive Proxy Statement/Prospectus will be sent to all ENNV stockholders as of January 5, 2022, the record date established for voting on the proposed Transaction and the other matters to be voted upon at a meeting of ENNV’s stockholders to be held to approve the proposed Transaction and other matters. ENNV will also file other documents regarding the Transactions with the SEC. Before making any voting decision, investors and security holders of ENNV and Fast Radius are urged to read the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Transactions. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC by ENNV through the website maintained by the SEC at www.sec.gov. The documents filed by ENNV with the SEC also may be obtained free of charge upon written request to ENNV at 40 Beechwood Road, Summit, New Jersey 07901.
Participants in the Solicitation
ENNV, Fast Radius and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ENNV’s stockholders in connection with the Transactions. A list of the names of such directors and executive officers and information regarding their interests in the Transactions is included in the Proxy Statement/Prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Report shall not constitute an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits:
|
Exhibit |
Description |
|
| 2.1 | Amendment No. 2 to Agreement and Plan of Merger, dated as of January 31, 2022 | |
| 99.1 | Press Release, dated January 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 31, 2022 | ECP Environmental Growth Opportunities Corp. | |||||
| By: |
/s/ Tyler Reeder |
|||||
| Tyler Reeder | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 (this “Amendment”), entered into and effective as of January 31, 2022, is made to that Agreement and Plan of Merger, dated as of July 18, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amended, the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
WITNESSETH:
WHEREAS, Section 12.11 of the Merger Agreement provides that the Merger Agreement may be amended or modified in whole or in part by a duly authorized agreement in writing executed by each of the Parties in the same manner as the Merger Agreement and which makes reference to the Merger Agreement; and
WHEREAS, the Parties wish to amend the Merger Agreement on the terms set forth herein.
NOW, THEREFORE, in exchange for good and valuable consideration, the sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
1. Amendments:
(a) The definition of the term “Base Purchase Price” in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Base Purchase Price” means seven hundred fifty million Dollars ($750,000,000.00).”
(b) Section 2.3(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
“(a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall occur by electronic exchange of documents at a time and date to be specified in writing by the parties to this Agreement, which shall be no later than the date which is two (2) Business Days after the date on which the condition specified in Section 10.1(a) has been satisfied; provided that all other conditions set forth in Article X shall have been satisfied or waived as of such date (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing) or such other time, date and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”
(c) The reference to “one hundred million (100,000,000)” in Section 3.1(e) of the Merger Agreement is hereby replaced with a reference to “seventy-five million (75,000,000)”.
2. Effect of Amendment. This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. No reference to this Amendment need be made in any instrument or document making reference to the Merger Agreement. From and after the execution of this Amendment by the parties hereto, references to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” and words of like import referring to the Merger Agreement shall be deemed references to the Merger Agreement as amended by this Amendment.
3. Full Force and Effect. Except as expressly amended by this Amendment, each term, provision, exhibit and schedule of the Merger Agreement is hereby ratified and confirmed and remains in full force and effect. This Amendment may not be amended except by an instrument in writing signed by the parties hereto.
4. Additional Miscellaneous Terms. The provisions of Article XII of the Merger Agreement are hereby incorporated by reference and shall apply mutatis mutandis to this Amendment as if set forth at length herein, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby. For the avoidance of doubt, this Amendment and the Merger Agreement, as amended pursuant to this Amendment, and the Ancillary Agreements set forth the entire understanding of the Parties with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof, whether written or oral, are superseded by the documents and agreements referred to in this section.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. | ||
| By: |
/s/ Tyler Reeder |
|
| Name: Tyler Reeder | ||
| Title: President and Chief Executive Officer | ||
| ENNV MERGER SUB, INC. | ||
| By: |
/s/ Tyler Reeder |
|
| Name: Tyler Reeder | ||
| Title: President | ||
| FAST RADIUS INC. | ||
| By: |
/s/ Louis Rassey |
|
| Name: Louis Rassey | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS
SUMMIT, NEW JERSEY, January 31, 2022 — ECP Environmental Growth Opportunities Corp. (Nasdaq: ENNV), a Delaware corporation (“ENNV”), today announced that it had entered into an amendment (the “Amendment”) to the merger agreement relating to its previously announced business combination with Fast Radius, Inc., a Delaware corporation (“Fast Radius”). Pursuant to the Amendment, the parties agreed to, among other things, reduce the base purchase price from $1.0 billion to $750 million. As a result of the Amendment, ENNV will issue up to 75,000,000 newly issued shares of Class A Common Stock, par value $0.0001 per share, of ENNV (“ENNV Class A common stock”) in connection with the business combination, up to 65,000,000 shares of which will be issued or subject to ENNV awards at the closing of the business combination and 10,000,000 shares of which will be issuable upon the attainment of certain performance thresholds.
On January 31, 2022, ENNV convened and then adjourned, without conducting any business, its special meeting of stockholders (the “Special Meeting”). The Special Meeting has been adjourned to 9:00 a.m., Eastern Time, on February 2, 2022. The Special Meeting is being held to approve the business combination with Fast Radius, as described in ENNV’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on January 13, 2022.
The proxy card included with the previously distributed proxy materials will not be updated to reflect the adjournment and may continue to be used to vote shares in connection with the Special Meeting. The record date for the Special Meeting remains January 5, 2022. ENNV stockholders who have already voted and do not wish to change their vote do not need to vote again.
Subject to stockholder approval and other customary closing conditions identified in the previously disclosed merger agreement, the business combination is expected to close on February 4, 2022. Upon the closing of the business combination, the combined company will be named “Fast Radius, Inc.” and its common stock will be listed on NASDAQ under the new ticker symbol “FSRD.”
In connection with the business combination, holders of 31,512,573 shares of ENNV Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share for an aggregate redemption amount of approximately $315.4 million Holders of ENNV Class A common stock may revoke their election to redeem all or a portion of their shares of ENNV Class A common stock by contacting ENNV’s transfer agent, American Stock Transfer & Trust Company, LLC, by emailing SPACSUPPORT@astfinancial.com by 5:00 p.m., Eastern Time, on February 3, 2022.
About ECP Environmental Growth Opportunities Corp.
ECP Environmental Growth Opportunities Corp. is a special purpose acquisition company formed by Energy Capital Partners Management, LP for the purpose of entering into a merger, stock purchase, or similar business combination with one or more businesses. The strategy of ECP Environmental Growth Opportunities Corp. is to identify and acquire businesses located in North America that concentrate on combating climate change by decreasing the carbon intensity of energy production, increasing the efficiency of industrial and consumer-related activities, expanding electricity storage and distribution, and improving the overall sustainability of the economy through efforts to lower pollution and increase beneficial reuse. For more information, visit ecpennv.com.
About Fast Radius, Inc.
Fast Radius, Inc. is a leading cloud manufacturing and digital supply chain company. The Cloud Manufacturing Platform™ from Fast Radius is a first-of-its-kind solution that integrates design, production, and fulfillment operations through a common digital infrastructure to make manufacturing easier, more accessible, and more sustainable. Founded in 2017, Fast Radius, Inc. is headquartered in Chicago, with offices in Atlanta, Louisville, and Singapore and microfactories in Chicago and at the UPS Worldport facility in Louisville, KY.
Cautionary Statement Regarding Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination (the “Transaction”) between ENNV and Fast Radius. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “scales,” “representative of,” “valuation,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of ENNV’s securities, (ii) the risk that the Transaction may not be completed by ENNV’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ENNV, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the requisite approvals of ENNV’s and Fast Radius’ stockholders, the satisfaction of the minimum trust account amount following any redemptions by ENNV’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Transaction, (v) the risk that ENNV’s proposed private offering of public equity is not completed, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger (the “Merger Agreement”) relating to the Transaction, (vii) the effect of the announcement or pendency of the Transaction on Fast Radius’ business or employee relationships, operating results and business generally, (viii) the risk that the Transaction disrupts current plans and operations of Fast Radius, (ix) the risk of difficulties in retaining employees of Fast Radius as a result of the Transaction, (x) the outcome of any legal proceedings that may be instituted against Fast Radius or against ENNV related to the Merger Agreement or the Transaction, (xi) the ability to maintain the listing of ENNV’s securities on a national securities exchange, (xii) changes in the competitive industries in which Fast Radius operates, variations in operating performance across competitors, changes in laws and regulations affecting Fast Radius’ business and changes in the combined capital structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and the ability to identify and realize additional opportunities, (xiv) risks related to the uncertainty of Fast Radius’ projected financial information, (xv) risks related to Fast Radius’ potential inability to become profitable and generate cash, (xvi) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, (xvii) the risk that demand for Fast Radius’ cloud manufacturing technology does not grow as expected, (xviii) the ability of Fast Radius to retain existing customers and attract new customers, (xix) the potential inability of Fast Radius to manage growth effectively, (xx) the potential inability of Fast Radius to increase its cloud manufacturing capacity or to achieve efficiencies regarding its cloud manufacturing process or other costs, (xxi) the enforceability of Fast Radius’ intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others, (xxii) Fast Radius’ dependence on senior management and other key employees, (xxiii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Fast Radius operates, (xxiv) the risk that Fast Radius may require additional funding for its growth plans and may not be able to obtain any additional financing on terms that are acceptable to Fast Radius or at all and (xxv) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of ENNV’s Quarterly Reports on Form 10-Q, the Registration Statement (as defined below), the proxy statement/prospectus included therein (the “Proxy Statement/Prospectus”) and other documents filed by ENNV from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Fast Radius and ENNV assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Fast Radius nor ENNV gives any assurance that either Fast Radius or ENNV, or the combined company, will achieve its expectations.
Additional Information and Where to Find It
This press release relates to the proposed Transaction between ENNV and Fast Radius. ENNV filed a registration statement on Form S-4, including the Proxy Statement/Prospectus, relating to the Transaction with the SEC on September 3, 2021 (as amended, the “Registration Statement”), and the SEC declared the Registration Statement effective on January 13, 2022. The definitive Proxy Statement/Prospectus will be sent to all ENNV stockholders as of January 5, 2022, the record date established for voting on the proposed Transaction and the other matters to be voted upon at a meeting of ENNV’s stockholders to be held to approve the proposed Transaction and other matters. ENNV will also file other documents regarding the Transaction with the SEC. Before making any voting decision, investors and security holders of ENNV and Fast Radius are urged to read the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transaction as they become available because they will contain important information about the Transaction. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC by ENNV through the website maintained by the SEC at www.sec.gov. The documents filed by ENNV with the SEC also may be obtained free of charge upon written request to ENNV at 40 Beechwood Road, Summit, New Jersey 07901.
Participants in the Solicitation
ENNV, Fast Radius and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ENNV in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction is included in the Proxy Statement/Prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This press release shall not constitute an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
Contacts:
ENNV
Jonathan Keehner / Woomi Yun / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Fast Radius
Fast Radius Investor Relations
Cody Slach, Alex Thompson
(949) 574-3860
FastRadius@GatewayIR.com
Fast Radius Public Relations
Morgan Scott
(312) 465-6345
PR@FastRadius.com