| Item 1.01 | Entry into a Material Definitive Agreement |
On December 26, 2021, ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (as may be further amended and modified from time to time, the “Merger Agreement”), dated as of July 18, 2021, 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”). Capitalized terms not defined herein have the meaning assigned to them in the Merger Agreement.
As previously disclosed, the Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions. Pursuant to the Amendment, in addition to ENNV stockholder approval of the proposed certificate of incorporation of ENNV, which will be renamed “Fast Radius, Inc.” in connection with the Merger, the parties agreed to a mutual closing condition that the Amendment Proposal will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, par value $0.0001 per share (“ENNV Class A common stock”), of ENNV, voting separately as a single class.
In addition, the Amendment amends and restates the Form of Acquiror Second A&R Charter to make clear that, immediately upon the filing and effectiveness of the Acquiror Second A&R Charter with the Secretary of State of the State of Delaware, automatically and without further action on the part of holders of capital stock of ENNV, each share of ENNV Class A common stock, and each share of Class B common stock, par value $0.0001 per share, of ENNV outstanding or held by ENNV as treasury stock as of immediately prior to the Effective Time shall be reclassified as, and become, one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of ENNV.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Merger (together with the other transactions contemplated by the Merger Agreement, the “Transactions”) 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 Report, including but not limited to: (i) the risk that the Transactions 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 Transactions 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 Transactions, 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 Transactions, (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 Merger Agreement relating to the Transactions,
