true 0001832351 0001832351 2022-02-04 2022-02-04 0001832351 ennv:ClassACommonStockParValue0.0001PerShare1Member 2022-02-04 2022-02-04 0001832351 ennv:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShareMember 2022-02-04 2022-02-04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 3)

 

 

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 4, 2022

 

 

Fast Radius, Inc.

(Exact name of registrant as specified in its 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
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (888) 787-1629

N/A

(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 obligations of the registrant under any of the following provisions:

 

☐

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.  ☐

 

 

 

Introductory Note

Overview

This Amendment No. 3 on Form 8-K/A (“Amendment No. 3”) amends the Current Report on Form 8-K of Fast Radius Inc., a Delaware corporation (formerly named ECP Environmental Growth Opportunities Corp. (“ENNV”)) (the “Company”), filed on February 10, 2022 (the “Original Report”), as amended by that certain Amendment No. 1 to the Original Report, filed on Form 8-K/A on March 30, 2022 (“Amendment No. 1”) and that certain Amendment No. 2 to the Original Report, filed on Form 8-K/A on April 1, 2022 (“Amendment No. 2”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report) between the Company and Fast Radius Operations, Inc., a Delaware corporation (formerly named Fast Radius, Inc.) (“Legacy Fast Radius”), on February 4, 2022.

This Amendment No. 3 is being filed in order to amend the pro forma financial statements provided under Item 9.01(b) in Amendment No. 2 to include the unaudited pro forma condensed combined statement of operations of the Company and Legacy Fast Radius for the year ended December 31, 2021 and the unaudited pro forma condensed combined balance sheet of the Company and Legacy Fast Radius as of December 31, 2021 (the “December Pro Formas”).

Except as set forth herein, this Amendment No. 3 does not amend any other item of the Original Report (as amended by Amendment No. 1 and Amendment No. 2) or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report, Amendment No. 1 and Amendment No. 2 is hereby incorporated by reference to this Amendment No. 3. This Amendment No. 3 is being filed in connection with the filing of the Form 10-K (defined below), to amend the pro forma financial information provided under Item 9.01(b) in Amendment No. 2 to include the December Pro Formas. The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) with the Securities and Exchange Commission on April 15, 2022, pursuant to an extension period provided by Rule 12b-25. As a result, the Company completed the December Pro Formas in connection with the finalization of ENNV’s financial statements and related disclosures filed as part of the Form 10-K, allowing the Company to file the December Pro Formas herewith.

Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company as of and for the year ended December 31, 2021 and the related notes are attached as Exhibit 99.3 hereto and are incorporated herein by reference.

(c) Exhibits.

 

Exhibit
Number		   

Description

99.3*    Unaudited Pro Forma Condensed Combined Financial Statements of the Company as of and for the year ended December 31, 2021.

 

*

Filed herewith.

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.

 

    FAST RADIUS, INC.
Dated: April 21, 2022    
    By:  

/s/ Lou Rassey

      Lou Rassey
      Chief Executive Officer