EX-99.1 5 d182329dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

ECP Environmental Growth Opportunities Corp.

SPECIAL MEETING OF STOCKHOLDERS

[ ● ], 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

ECP Environmental Growth Opportunities Corp.

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of Special Meeting in Lieu of the 2022 Annual Meeting of Stockholders (the “Special Meeting”) and accompanying Proxy Statement dated [ ● ], 2022 in connection with the Special Meeting to be held on [ ● ], 2022 at [ ● ] Eastern Time virtually at https://www.cstproxy.com/[  ] and hereby appoints [ ● ] and [ ● ], and each of them (with full power to act alone), the attorneys-in-fact and proxies of the undersigned, with full power of substitution to each, to vote all shares of the common stock, of ECP Environmental Growth Opportunities Corp. (“ENNV”), registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ALL PROPOSALS.

PLEASE RETURN THIS PROXY AS SOON AS POSSIBLE.


1. The Business Combination Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 18, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), 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”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Fast Radius, with Fast Radius surviving the merger as a wholly owned subsidiary of ENNV (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). A copy of the Merger Agreement is attached to this proxy statement/ prospectus as Annex A (the “Business Combination Proposal”);   

    For    

  

Against

  

Abstain

2. The Charter Proposal—To consider and vote upon the following four separate proposals to adopt the proposed Second Amended and Restated Certificate of Incorporation of ENNV (the “Proposed Charter”), in the form attached hereto as Annex B (the “Charter Proposal”):

A. To authorize the change in the authorized capital stock of ENNV from (i) 110,000,000 shares of common stock, of which (A) 100,000,000 share were Class A common stock and (B) 10,000,000 shares were Class B common stock and (ii) 1,000,000 shares of preferred stock, to 351,000,000 total shares, consisting of (X) 350,000,000 shares of common stock, and (Y) 1,000,000 shares of preferred stock, and eliminate the ENNV Class B common stock and any rights of holders thereof;

  

For

  

Against

  

Abstain

B. To approve that the Proposed Charter will require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of ENNV following the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Combined Company”) entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Combined Company’s bylaws;

  

For

  

Against

  

Abstain

C. To approve that the Proposed Charter will provide that Fast Radius’s shareholders may vote to remove directors with cause only by at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of the directors;

  

For

  

Against

  

Abstain

D. To authorize all other changes in connection with the amendment of the Amended and Restated Certificate of Incorporation of ENNV, dated February 11, 2021 (the “Existing Charter”) with the Proposed Charter in connection with the consummation of the Business Combination, including (1) changing the corporate name from “ECP Environmental Growth Opportunities Corp.” To “Fast Radius, Inc.,” (2) making Fast Radius’s corporate existence perpetual and (3) removing certain provisions related to ENNV’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination;

  

For

  

Against

  

Abstain


3. The Director Election Proposal—To consider and vote upon a proposal to elect seven directors to serve on the Board of Directors of the Combined Company (the “Combined Company Board”) until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal”);

 

Tyler Reeder

(as Class I Director Nominee)

  

    For    

  

Against

  

Abstain

(as Class I Director Nominee)   

For

  

Against

  

Abstain

(as Class II Director Nominee)   

For

  

Against

  

Abstain

(as Class II Director Nominee)   

For

  

Against

  

Abstain

Lou Rassey

(as Class III Director Nominee)

  

For

  

Against

  

Abstain

(as Class III Director Nominee)   

For

  

Against

  

Abstain

4. The NASDAQ Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of NASDAQ: (i) the issuance of shares of Class A common stock, par value $0.0001 per share, of ENNV (“ENNV Class A common stock”) to Fast Radius equityholders pursuant to the Merger Agreement; (ii) the issuance of shares of ENNV Class A common stock to certain investors pursuant to those certain subscription agreements entered into by ENNV in connection with the execution of the Merger Agreement; (iii) the issuance of shares of ENNV Class A common stock upon the conversion of the outstanding shares of Class B common stock, par value $0.0001 per share, of ENNV (“ENNV Class B common stock” and, together with ENNV Class A common stock, “ENNV common stock”) upon consummation of the Merger; and (iv) the issuance of units, each consisting of one share of ENNV Class A common stock and one-quarter of one redeemable warrant, each whole redeemable warrant of which is exercisable to purchase one share of ENNV Class A common stock, to Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (“GSAM”), pursuant to that certain forward purchase agreement, dated as of January 24, 2021, as amended as of January 31, 2021 and as of July 18, 2021 (the “NASDAQ Proposal”);   

For

   Against   

Abstain

5. The Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt the Fast Radius, Inc. 2021 Equity Incentive Plan (the “Incentive Plan Proposal”);   

For

   Against   

Abstain

6. The Employee Stock Purchase Plan Proposal—To consider and vote upon a proposal to approve and adopt the Fast Radius, Inc. 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan Proposal”); and   

For

   Against   

Abstain


7. The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the NASDAQ Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the NASDAQ Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, each, a “Proposal” and collectively, the “Proposals”).   

    For    

  

Against

  

Abstain

 

  

Dated:______________________________________________, 2022

 

Stockholder’s Signature___________________________________________

 

Stockholder’s Signature___________________________________________

 

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.