8-K

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): February 2, 2022

FAST RADIUS, INC.

(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.)

113 N. May Street Chicago, Illinois 60607	60607
(Address of Principal Executive Offices)	(Zip Code)

(888) 787-1629

(Registrant’s telephone number, including area code)

ECP Environmental Growth Opportunities Corp.

40 Beechwood Road

Summit, New Jersey 07901

(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
Common stock, par value $0.0001 per share	FSRD	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	FSRDW	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 5.07 Submission of Matters to a Vote of Security Holders

On February 2, 2022, ECP Environmental Growth Opportunities Corp., a Delaware corporation (now known as Fast Radius, Inc.) (“ENNV”), convened a special meeting of stockholders (the “Special Meeting”) held in connection with ENNV’s previously announced business combination with Fast Radius, Inc. (now known as Fast Radius Operations, Inc.) (“Fast Radius”) and ENNV Merger Sub, Inc. (“Merger Sub”) pursuant to the Agreement and Plan of Merger, dated as of July 18, 2021, as amended on December 26, 2021 and January 31, 2022 (as amended, the “Merger Agreement”), and the transactions contemplated thereby (the “Business Combination”). Pursuant to the terms of the Merger Agreement, a business combination between ENNV and Fast Radius was to be effected through the merger of Merger Sub with and into Fast Radius, with Fast Radius surviving the merger as a wholly owned subsidiary of ENNV. Each proposal voted on at the Special Meeting is described in detail in ENNV’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on January 13, 2022 and mailed to ENNV stockholders on or about January 13, 2022.

As of the close of business on January 5, 2022, the record date for the Special Meeting, there were an aggregate of 43,125,000 shares of ENNV common stock, par value $0.0001 per share (the “Common Stock”), outstanding, each of which was entitled to one vote with respect to each proposal. A total of 33,014,780 shares of Common Stock, representing approximately 76.6% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

The voting results for the proposals voted on at the Special Meeting are set forth below:

1. The Business Combination Proposal - To approve and adopt the Merger Agreement and the transactions contemplated thereby.

For	Against	Abstain
32,053,741	908,755	52,284

2. The Charter Proposals - To adopt amendments to ENNV’s amended and restated certificate of incorporation currently in effect in the form attached to the Merger Agreement.

2A - Increase Authorized Capital Stock:

For	Against	Abstain
32,076,566	885,694	52,520

2B - Supermajority Vote to Amend Bylaws:

For	Against	Abstain
31,835,109	1,127,261	52,410

2C - Removal of Directors:

For	Against	Abstain
31,614,057	1,348,303	52,420

2D - Change of Name, Change to Corporate Existence, and Removal of Special Purpose Acquisition Company Provisions:

For	Against	Abstain
32,052,665	909,755	52,360

3. The Director Election Proposal - To vote on the proposal to elect seven directors to serve on the Board of Directors of the combined company.

a. Tyler Reeder

For	Against	Abstain
32,960,840	978	52,962

b. Nick Solaro

For	Against	Abstain
32,960,838	980	52,962

c. Mathew Maloney

For	Against	Abstain
32,960,830	978	52,972

d. Betsy Ziegler

For	Against	Abstain
32,959,932	1,876	52,972

e. Lou Rassey

For	Against	Abstain
32,960,905	978	52,897

f. Matthew Flanigan

For	Against	Abstain
32,960,905	978	52,897

g. Steven Koch

For	Against	Abstain
32,959,830	1,978	52,972

4. The NASDAQ Proposal - To approve, for purposes of complying with applicable listing rules of the NASDAQ, the issuance of shares of Common Stock pursuant to the Merger Agreement and the issuance of shares of Common Stock in certain private placements.

For	Against	Abstain
32,053,307	909,007	52,466

5. The Incentive Plan Proposal - To approve and adopt the Fast Radius, Inc. 2022 Equity Incentive Plan.

For	Against	Abstain
31,507,483	1,454,436	52,861

6. The Employee Stock Purchase Plan Proposal - To approve and adopt the Fast Radius, Inc. 2022 Employee Stock Purchase Plan.

For	Against	Abstain
32,052,501	909,408	52,871

Item 7.01 Regulation FD Disclosure.

On February 4, 2022, ENNV issued a press release announcing the voting results relating to the Special Meeting and the closing of the Business Combination. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Press Release dated February 4, 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: February 4, 2022		Fast Radius, Inc.
	By:	/s/ Prith Gandhi
		Prith Gandhi
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Fast Radius Announces Completion of Merger with ECP Environmental Growth Opportunities Corp.

Fast Radius will trade on Nasdaq under ticker symbol “FSRD”

CHICAGO–February 4, 2022– Fast Radius, Inc. (“Fast Radius”), a cloud manufacturing company, today announced the successful closing of its previously announced business combination with ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV) (“ENNV”), a special purpose acquisition company. The combined company has been renamed “Fast Radius, Inc.” and will be led by Fast Radius’ existing management team. Fast Radius shares of common stock and public warrants are expected to begin trading on Monday, February 7, 2022, on Nasdaq under the ticker symbols “FSRD” and “FSRD.WS,” respectively.

The transaction, and the various proposals giving effect thereto, were approved by the requisite vote of ENNV stockholders at a special meeting of ENNV’s stockholders held on February 2, 2022. A Current Report on Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission on February 4, 2022.

“The completion of our merger with ENNV is an extraordinary milestone for our company, our employees, and our shareholders,” said Lou Rassey, Co-Founder and CEO of Fast Radius. “From day one, our purpose has been to make new things possible with our first-of-its-kind Cloud Manufacturing Platform where manufacturers can more efficiently and sustainably design, make, and move parts. All of us at Fast Radius, including a highly qualified board and management team, look forward to continuing our mission and to drive value for our shareholders.”

Doug Kimmelman, Chairman of ENNV, said, “This is an incredible opportunity to participate in a publicly-listed industrial technology company with significant runway, and we are confident in the Fast Radius team’s ability to execute on their differentiated and sustainable business model to drive growth and value creation.”

Fast Radius management will participate in a closing bell ceremony at Nasdaq on February 16, 2022 to celebrate the public listing.

As previously announced, in connection with the business combination, holders of 31,512,573 shares of the Class A common stock, par value $0.0001 per share, of ENNV (“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 of the Redemptions, the condition to Fast Radius’ obligation to consummate the business combination that the amount of cash available in ENNV’s trust account immediately prior to the effective time of the business combination, after deducting the amount required to satisfy payments to ENNV stockholders in connection with the Redemptions, the payment of any deferred

underwriting commissions being held in ENNV’s trust account and the payment of certain transaction expenses, plus the gross proceeds from the previously announced private placements to be consummated in connection with the closing of the business combination, is equal to or greater than $175 million (such condition, the “Minimum Cash Condition”) was not satisfied as of the closing of the business combination. In connection with the closing of the business combination, Fast Radius waived the failure to satisfy the Minimum Cash Condition.

Advisors

Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are serving as co-financial and co-capital market advisors to Fast Radius, Inc. DLA Piper LLP (US) is serving as its legal counsel.

Barclays Capital Inc. and Morgan Stanley & Co. LLC are serving as financial and capital markets advisors to ENNV and Latham & Watkins LLP is serving as its legal counsel.

Credit Suisse Securities (USA) LLC and Barclays Capital Inc. are serving as co-placement agents on the PIPE.

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. 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 outcome of any legal proceedings that may be instituted against Fast Radius following the consummation of the business combination (the “Transaction”), (ii) the ability to maintain the listing of Fast Radius’ securities on a national securities exchange, (iii) 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, (iv) 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, (v) risks related to the uncertainty of Fast Radius’ projected financial information, (vi) risks related to Fast Radius’ potential

inability to become profitable and generate cash, (vii) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, (viii) the risk that demand for Fast Radius’ cloud manufacturing technology does not grow as expected, (ix) the ability of Fast Radius to retain existing customers and attract new customers, (x) the potential inability of Fast Radius to manage growth effectively, (xi) the potential inability of Fast Radius to increase its cloud manufacturing capacity or to achieve efficiencies regarding its cloud manufacturing process or other costs, (xii) 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, (xiii) Fast Radius’ dependence on senior management and other key employees, (xiv) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Fast Radius operates, (xv) 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. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties more fully described in the “Risk Factors” section of Fast Radius’ Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and the proxy statement/prospectus relating to the Transaction filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2021, as amended, and other documents filed by Fast Radius 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 assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Fast Radius does not give any assurance that it will achieve its expectations.

Contacts

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

XML

Document and Entity Information	Feb. 02, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 02, 2022
Entity Registrant Name	FAST RADIUS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40032
Entity Tax Identification Number	85-3692788
Entity Address, Address Line One	113 N. May Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60607
City Area Code	888
Local Phone Number	787-1629
Entity Information, Former Legal or Registered Name	ECP Environmental Growth Opportunities Corp.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001832351
Former Address [Member]
Document Information [Line Items]
Entity Address, Address Line One	40 Beechwood Road
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
Common stock, par value $0.0001 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	FSRD
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	FSRDW
Security Exchange Name	NASDAQ