Fast Radius, Inc. signed a merger agreement to acquire ECP Environmental Growth Opportunities Corp. (NasdaqCM:ENNV) (ENNV) for approximately $970 million in a reverse merger transaction on July 18, 2021. ENNV will issue around 100 million shares for consideration including 10 million shares of which will be issuable upon the attainment of certain performance thresholds during the five-year period following the date of the Closing in the aggregate in equal 2 tranches. At the closing of the Merger ENNV will be renamed “Fast Radius, Inc. and is expected to remain listed on the NASDAQ. Each issued and outstanding share of capital stock of Fast Radius will be converted into the right to receive (i) a number of shares of ENNV Class A Common Stock, determined by multiplying such share by an amount equal to the Merger Consideration Exchange Ratio, with all shares of ENNV Class A Common Stock held by a holder immediately thereafter aggregated and rounded down to the nearest whole share, and (ii) a number of Fast Radius Earn Out Shares (as defined herein) determined in accordance with the terms of the Merger Agreement. each option to purchase shares of common stock of Fast Radius that is then outstanding will be converted into an option to purchase shares of ENNV Class A Common Stock. Each restricted stock award relating to shares of Fast Radius Common Stock that is then outstanding will be converted into a restricted stock award relating to shares of ENNV Class A Common Stock, each restricted stock unit award relating to shares of Fast Radius Common Stock (each, a “Fast Radius RSU”) that would otherwise vest upon the Closing subject to continued service of the applicable holder thereof through the Closing or that is vested but not settled as of the Closing (each, a “Vested RSU”) will automatically accelerate vesting and become fully vested as of immediately prior to the Effective Time and will be canceled and converted as of the effective Time into the right to receive (i) an issuance of a number of shares of ENNV Class A Common Stock equal to the product of (1) the number of such Fast Radius RSUs, multiplied by (2) the Merger Consideration Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (ii) a number of Fast Radius Earn Out Shares determined in accordance with the terms of the merger agreement, each Fast Radius RSU award (other than Vested RSUs) that is then outstanding will be converted into an award of restricted stock units relating to shares of ENNV Class A Common Stock (each, an “ENNV RSU Award”) on substantially the same terms and conditions as such Fast Radius RSU awards, except that (i) such ENNV Restricted Stock Unit Award will represent a right to receive a number of shares of ENNV Class A Common Stock equal to the product of (A) the number of shares of Fast Radius Common Stock subject to such Fast Radius Restricted Stock Unit award immediately prior to the Effective Time, multiplied by (B) the Company Award Exchange Ratio, with any fractional shares rounded down to the nearest whole share. As of December 27, 2021, the merger agreement has been amended 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. Concurrently with the execution of the merger agreement, ENNV entered into subscription agreements with the PIPE Investors, including, among others, UPS, Palantir and the Sponsor. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and ENNV agreed to issue and sell, to the PIPE Investors an aggregate of 7.5 million shares of ENNV Class A Common Stock for an aggregate of approximately $75 million, in a private placement. On January 31, 2022, parties entered into amended terms of agreement pursuant to which base purchase price has been reduced from $1 billion to $750 million. ENNV will issue up to 75,000,000 newly issued shares of Class A Common Stock, par value $0.0001 per share, of ENNV in connection with the merger, up to 65,000,000 shares of which will be issued or subject to ENNV awards at the closing of the merger and 10,000,000 shares of which will be issuable upon the attainment of certain previously disclosed performance thresholds. 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.” As of December 14, 2021, Fast Radius announced following four nominees to the board of directors post completion: Matt Maloney, Betsy Ziegler, Matt Flanigan, Steve Koch.

The transaction is subject to requisite approvals of ENNV and Fast Radius stockholders, regulatory approval, other customary closing conditions, the Registration Statement having become effective under the Securities Act, all waiting periods (and any extensions thereof) applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated, not being in force any Governmental Order or Law enjoining or prohibiting, the consummation of the merger, ENNV having at least $5,000,001 of net tangible assets after deducting the amount required to satisfy any redemptions by ENNV stockholders in connection with the closing and adding the aggregate gross proceeds received by ENNV, the shares of ENNV Class A Common Stock to be issued in connection with the Merger having been approved for listing on Nasdaq, subject only to notice of issuance thereof. The business combination has been unanimously approved by the boards of directors of both Fast Radius and ENNV. As on January 13, 2022, ENNV announced that the Securities and Exchange Commission has declared effective its registration statement on Form S-4, which includes a definitive proxy statement in connection with the stockholder meeting. 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. The transaction is expected to be consummated in the fourth quarter of 2021. As of January 31, 2022, the combination is expected to close on February 4, 2022. David Kurzweil, David Owen and Ryan Maierson of Latham and Watkins LLP acted as legal advisors for ECP Environmental, Scott Kapp, Adam Spector, Neal Aizenstein, Jeffrey Selman, Michelle Lara, Stacy Paz, Sameer Ghaznavi and Jeffrey C. Selman of DLA Piper LLP (US) acted as legal advisors for Fast Radius. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. acted as financial advisor for Fast Radius, Inc. Barclays Capital Inc. and Morgan Stanley & Co. LLC acted as financial advisor for ENNV. American Stock Transfer & Trust Company, LLC acted as transfer agent for ECP.

Fast Radius, Inc. completed the acquisition of ECP Environmental Growth Opportunities Corp. (NasdaqCM:ENNV) in a reverse merger transaction on February 4, 2022.