SUMMIT, N.J., Jan. 31, 2022 /PRNewswire/ — ECP Environmental Growth Opportunities Corp. (Nasdaq: ENNV), a Delawarecorporation (“ENNV”), today announced it had entered into an amendment to the merger agreement (the “Amendment”) relating to its previously announced business combinations with Fast Radius, Inc. Delaware corporation (“Fast Radius”). The Amendment stipulated that the parties would, among other things reduce the base price of the purchase. $1.0 BillionTo $750 million. ENNV will now issue up to 75,000,000 Class A Common Stock shares, par value, as a result. $0.0001Per share, ENNV (“ENNV Class A Common Stock”) in connection to the business combination. Up to 65,000,000 shares will be issued or subject ENNV awards at closing of the business combination. 10,000,000 shares will be available upon certain performance thresholds.
On January 31, 2022ENNV convened its special meeting of stockholders and then adjourned it without conducting any business (the “Special Meeting”) The Special Meeting was canceled. Eastern Time, 9:00 a.m.On February 2, 2022. The Special Meeting will be held to approve Fast Radius’ business combination, as described in ENNV’s definitive proxy statement filed with Securities and Exchange Commission (“SEC”) January 13, 2022.
The proxy card that was included with the proxy materials previously distributed will not be updated to reflect this adjournment. It may still be used to vote shares in connection to the Special Meeting. The Special Meeting record date remains January 5, 2022. ENNV stockholders that have voted before and don’t want to change their vote need not vote again.
The business combination will close subject to stockholder approval, as well as other customary closing conditions that were identified in the previously disclosed merger agreements. February 4, 2022. The combined company will be renamed “Fast Radius, Inc.” upon the close of the business combination. Its common stock will be listed under the new ticker symbol “FSRD” on NASDAQ.
Holders of 31,512 573 ENNV Class-A common stock shares have the right to cash their shares at a redemption cost of approximately $0. $10.01For an aggregate redemption amount of approximately $2,500, per share $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 Eastern Time, 5:00 p.m., February 3, 2022.
About ECP Environmental Growth Opportunities Corp.
ECP Environmental Growth Opportunities Corp., a special purpose acquisition firm, was established by Energy Capital Partners Management LP with the intention of entering into a merger, stock buy, or similar business combination. ECP Environmental Growth Opportunities Corp. aims to identify and purchase businesses in these areas. North AmericaThey are focused on combating climate change by reducing the carbon intensity of energy production, increasing efficiency of industrial-related activities, expanding electricity storage, distribution, and improving overall sustainability through efforts to reduce pollution and increase beneficial use. For more information, please visit ecpennv.com.
About Fast Radius, Inc.
Fast Radius, Inc., a leading cloud manufacturing company and digital supply chain provider, is fast rising. The Cloud Manufacturing PlatformFast Radius, Inc. is a first-of its kind solution that integrates design production and fulfillment operations through one common digital infrastructure. This allows manufacturing to be more efficient, more accessible, and more sustainable. Fast Radius, Inc. was founded in 2017. ChicagoWith offices in Atlanta, Louisville, SingaporeMicrofactories and other microfactories ChicagoAt the UPS Worldport facility Louisville, KY.
Forward Looking Statements: Cautionary Statement
This press release contains forward-looking information within the meaning Federal Securities Laws with respect to the proposed transaction between ENNV & Fast Radius. These forward-looking statements are generally identified by the words: “believe,”” “project,”,” anticipate,” estimate,” forecast,” estimate,” predict,” estimate,” intend,” strategy,” future,” scales,” representative of,” value,” opportunity,” plan,” may,” should,” will,” will,” will,” will continue,” likely result,” and similar expressions. Forward-looking statements are projections, projections, or other statements about future events that are based upon current expectations and assumptions. Forward-looking statements are statements that can be affected by a variety of factors, including: (i), the risk the Transaction may not take place by ENNV’s deadline for business combinations and the possibility of ENNV requesting an extension of this deadline,(iii), the risk that Fast Radius will lose its ability to operate its business, or its employee relationships, and (xiv). the risks associated to Fast Radius’ intellectual property rights, including its trademarks and copyrights, and the potential infringements on other people. These are just a few of the many factors that could impact your future. 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 additional risks and uncertainties that could cause actual results or events to differ materially. Forward-looking statements only speak as of the date made. Forward-looking statements should not be relied upon. Fast Radius and ENNV do not assume any obligation to update or revise forward-looking statements as a result new information, future events or other factors. Fast Radius and ENNV neither guarantee that either Fast Radius, ENNV, or the combined company will achieve their expectations.
Additional Information and Where To Find It
This press release refers to the proposed Transaction between ENNV (as amended, the “Registration Statement”) 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/Prospectus will go to all ENNV stockholders on January 5, 2022. This is the record date for voting regarding the proposed Transaction. Other matters to be voted at ENNV’s stockholders. ENNV will also file documents regarding the Transaction with SEC. Investors and security holders of Fast Radius and ENNV are asked to review the Registration Statement, Proxy Statement/Prospectus, and any other documents that have been filed with the SEC regarding the Transaction. They will contain important information about this 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. You can also request the documents filed by ENNV to the SEC free of charge by writing to ENNV, 40 Beechwood Road. Summit, New Jersey 07901.
Participants in the Solicitation
ENNV, Fast Radius, their respective directors and executives may be considered participants in the solicitation to ENNV stockholders for proxies in connection to 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. These documents are available for free as described in the previous paragraph.
No Solicitation, Offer or Offer
This press release is not intended to offer or solicit an offer to exchange or buy securities. It also does not intend to make any sale or transfer of securities in any country in which such offer, solicitation sale or exchange would be illegal before registration or qualification under any securities laws. A prospectus that meets the requirements of U.S. Securities Act of 1983, as amended, is required in order to offer securities.
Jonathan Keehner / Woomi Yun / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
Investor Relations at Fast Radius
Cody Slach, Alex Thompson
Fast Radius Public Relations
SOURCE ECP Environmental Growth Opportunities Corp.