SUMMIT, N.J., Jan. 31, 2022 /PRNewswire/ -- 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
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SOURCE ECP Environmental Growth Opportunities Corp.