FAST RADIUS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Indemnification Agreements
On the Closing Date, the Company entered into indemnification agreements with all of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or any other company or enterprise to which the person provides services at the Company's request. The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.8 and incorporated herein by reference.
Employment Agreements
Reference is made to the disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the caption "Employment Agreements", which is incorporated in this Item 1.01 by reference.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K. The material provisions of the Merger Agreement are described in the Final Proxy Statement/Prospectus in the section titled "The Business Combination", which description is incorporated herein by reference. As previously reported in the Current Report on Form 8-K filed by the Company with theSEC onFebruary 7, 2022 , ENNV held the Special Meeting onFebruary 2, 2022 . At the Special Meeting, ENNV stockholders considered and adopted, among other matters, the Merger Agreement. Prior to the Special Meeting, the holders of 31,512,573 shares of 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"). The Redemptions occurred concurrent with the Closing of the Business Combination.
As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
• 73,041,156 shares of Common Stock;
• 9,580,413 shares of Common Stock issuable upon exercise of Exchanged
Options and Exchanged RSUs;
• 1,615,858 shares of Common Stock issuable upon settlement of fully vested
RSUs;
• 8,625,000 Public Warrants; and
• 6,891,667 Private Placement Warrants.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell
company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as ENNV was immediately before the Business
Combination, then the registrant must disclose the information that would be
required if the registrant were filing a general form for registration of
securities on Form 10. Accordingly, the Company, as the successor registrant to
ENNV, is providing the information below that would be included in a Form 10 if
it were to file a Form 10. Please note that the information provided below
relates to the Company as of the consummation of the Business Combination,
unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," . . .
Item 3.02 Unregistered Sales of
PIPE Subscription Agreements
Concurrently with the execution of the Merger Agreement, ENNV entered into Subscription Agreements with thePIPE Investors , pursuant to which ENNV agreed to sell, and thePIPE Investors agreed to purchase, an aggregate of 7,500,000 PIPE Shares at a purchase price of$10.00 per share, for gross proceeds of$75.0 million , in a private placement. In accordance with the terms of the Subscription Agreements, onFebruary 4, 2022 , the Company issued and sold 7.5 million unregistered securities to thePIPE Investors . The shares of Common Stock issued pursuant to the Subscription Agreements were not registered under the Securities Act and were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
This summary is qualified in its entirety by reference to the Subscription Agreements, the form of which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Forward Purchase Agreement Side Letter
Concurrently with the execution of the Merger Agreement, ENNV, the Sponsor andGSAM , entered into a side letter to that certain forward purchase agreement, dated as ofJanuary 24, 2021 , by and among ENNV, the Sponsor andGSAM (as amended, the "Forward Purchase Agreement"), pursuant to whichGSAM irrevocably consented to purchase from ENNV, and ENNV agreed to issue and sell toGSAM ,twenty-five million dollars ($25,000,000 ) of units ("Forward Purchase Units"), each consisting of one share of Common Stock and one-quarter of one redeemable warrant ("Forward Purchase Warrants"), each whole redeemable warrant of which is exercisable to purchase one share of Common Stock at an exercise price of$11.50 per share, at a price of$10.00 per Forward Purchase Unit substantially concurrently with the Closing. OnJanuary 20, 2022 , ENNV, the Sponsor andGSAM entered into a side letter to the Forward Purchase Agreement (the "Side Letter") pursuant to which, ifGSAM acquired any shares of Common Stock (i) on or afterJanuary 20, 2022 but prior to4:00 p.m. New York City time onJanuary 25, 2022 (the "Cutoff Time") and did not exercise any right to redeem such shares in connection with ENNV's redemption of Common Stock in accordance with ENNV's organizational documents in connection with the Closing (the "Redemption") or (ii) on or after the Cutoff Time but prior toFebruary 1, 2022 and delivered evidence reasonably satisfactory to ENNV that (a) the stockholder from whom such shares were acquired had, prior to such acquisition, validly elected to redeem such shares in connection with the Redemption and (b) such stockholder orGSAM , as applicable, had, prior to Closing, validly revoked such election to redeem such shares in connection with the Redemption (such shares of Common Stock described in clauses (i) and (ii), the "Eligible Shares"), and, in each case, did not transfer such Eligible Shares prior to the Closing Date, then such Eligible Shares would be "Non-Redeemed Shares," and the number of Forward . . .
Item 3.03 Material Modification to Rights of Security Holders.
Second Amended and Restated Certificate of Incorporation
Immediately prior to the Closing of the Business Combination, ENNV's amended and restated certificate of incorporation, datedFebruary 8, 2021 (the "Charter"), was further amended and restated to: (a) increase the number of authorized shares of ENNV's capital stock, par value$0.0001 per share, from 111,000,000 shares, consisting of (i)
110,000,000 shares of ENNV common stock, including 100,000,000 shares of
Class A common stock and 10,000,000 shares of Class B Common Stock and
(ii) 1,000,000 shares of ENNV preferred stock, to 351,000,000 shares,consisting of (A) 350,000,000 shares of Common Stock and (B) 1,000,000
shares of preferred stock;
(b) change the post-combination company's name to Fast Radius, Inc. ;
(c) change the nature of the business or purpose of the post-combination
company to "any lawful act or activity for which corporations may be
organized under the DGCL";
(d) require an affirmative vote of at least two-thirds (66 and 2/3%) of the
voting power of the outstanding shares of common stock to adopt, amend,
alter, repeal or rescind the Company's bylaws;
(e) require an affirmative vote of at least two-thirds (66 and 2/3%) of the
voting power of the outstanding shares of common stock to remove a
director for cause;
(f) make the existence of the Company perpetual;
(g) eliminate the Class B Common Stock (after giving effect to the conversion
of each outstanding share of Class B Common Stock immediately prior to
the Closing of the Business Combination into one share of Common Stock);
and
(h) delete other provisions applicable only to blank check companies, and
make conforming changes to reflect such deletions.
As previously reported in the Current Report on Form 8-K filed with theSEC onFebruary 4, 2022 , ENNV's stockholders approved this second amendment and restatement of the Charter at the Special Meeting. This summary is qualified in its entirety by reference to the text of the second amended and restated certificate of incorporation, which is included as Exhibit 3.1 hereto and incorporated herein by reference.
Amended and Restated Bylaws
Upon the Closing of the Business Combination, the Company's bylaws were amended and restated to be consistent with the Company's amended and restated certificate of incorporation and to make certain other changes that the Company's board of directors deems appropriate for a public operating company. The amended and restated bylaws are filed as Exhibit 3.2 hereto and incorporated herein by reference. --------------------------------------------------------------------------------
Item 5.01 Changes in Control of Registrant.
The information set forth in the section titled "Introductory Note" and in the section titled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change of control of ENNV has occurred, and the stockholders of ENNV as of immediately prior to the Closing held approximately 3.55% of the outstanding shares of Common Stock immediately following the Closing.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors and Officers
The persons identified as directors and executive officers in Item 2.01 under the heading "Directors and Executive Officers" began serving as executive officers and directors of the Company upon the Closing. The information under such heading is incorporated herein by reference (including the disclosure it incorporates by reference from the Final Proxy Statement/Prospectus). Effective upon the Closing,Douglas Kimmelman ,Tracy McKibben ,Kathryn Coffey ,Richard Burke andDavid Lockwood resigned as directors of the Company andDrew Brown ,Chris Leininger andTyler Kopp resigned as executive officers of the Company. The Company's board of directors is classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms. As Class I directors, each ofTyler Reeder andNick Solaro will serve until the Company's 2023 annual meeting; as Class II directors, each ofMatthew Maloney andBetsy Ziegler will serve until the Company's 2024 annual meeting; and as Class III directors, each ofLou Rassey ,Matthew Flanigan andSteven Koch will serve until the Company's 2025 annual meeting, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.
2022 Equity Incentive Plan
At the Special Meeting, the ENNV stockholders considered and approved theFast Radius, Inc. 2022 Equity Incentive Plan (the "Equity Incentive Plan"), which became effective immediately upon the Closing. A summary of the terms of the Equity Incentive Plan is set forth in the Final Proxy Statement/Prospectus in the section titled "Proposal No. 5-The Incentive Plan Proposal" beginning on page 140 of the Final Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.9 and incorporated herein by reference.
2022 Employee Stock Purchase Plan
At the Special Meeting, the ENNV stockholders considered and approved the 2022 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately upon the Closing. A summary of the terms of the ESPP is set forth in the Final Proxy Statement/Prospectus in the section titled "Proposal No. 6-The Employee Stock Purchase Plan Proposal" beginning on page 150 of the Final Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.10 and incorporated herein by reference. --------------------------------------------------------------------------------
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 to this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Merger, effective immediately following the Closing, the Company's board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct and Ethics can be found in the Investor Relations section of the Company's website at www.fastradius.com.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the sections titled "The Business Combination" and "The Merger Agreement" beginning on pages 238 and 261, respectively, which are incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Legacy Fast Radius as of and for the years endedDecember 31, 2020 and 2019 and the related notes are included in the Final Proxy Statement/Prospectus beginning on page F-46 and are incorporated herein by reference. The unaudited condensed financial statements of Legacy Fast Radius as of and for the nine months endedSeptember 30, 2021 and 2020 and the related notes are included in the Final Proxy Statement/Prospectus beginning on page F-77 and are incorporated herein by reference. The audited financial statements of ENNV as ofDecember 31, 2020 and for the period fromOctober 29, 2020 (ENNV's inception) toDecember 31, 2020 and the related notes are included in the Final Proxy Statement/Prospectus beginning on page F-3 of the Proxy Statement/Prospectus and are incorporated herein by reference. The unaudited condensed consolidated financial statements of ENNV as of and for the three and nine months endedSeptember 30, 2021 and the related notes are included in the Final Proxy Statement/Prospectus beginning on page F-18 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of ENNV and Legacy Fast Radius as of and for the nine months endedSeptember 30, 2021 and the unaudited pro forma condensed combined statement of operations for the year endedDecember 31, 2020 and the related notes are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
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(c) Exhibits.
Incorporated by Reference
Exhibit Schedule/
Number Description Form File No. Exhibit Filing Date
2.1† Agreement and Plan of Merger, dated as of 424(b)(3) 333-259335 2.1 January 13, 2022July 18, 2021 , by and among ECP Environmental Growth Opportunities Corp.,ENNV Merger Sub, Inc. andFast Radius, Inc. (included as Annex A to the Final Proxy Statement/Prospectus) 2.2 Amendment to the Agreement and Plan of 8-K
001-40032 2.1
Merger, dated as of December 26, 2021 , by and
among ECP Environmental Growth Opportunities
Corp., ENNV Merger Sub, Inc. and Fast Radius,
Inc. 2.3 Amendment No. 2 to the Agreement and Plan of 8-K 001-40032 2.1
Merger, dated as of January 31, 2022 , by and
among ECP Environmental Growth Opportunities
Corp., ENNV Merger Sub, Inc. and Fast Radius,
Inc.
3.1* Second Amended and Restated Certificate of
Incorporation of Fast Radius, Inc.
3.2* Amended and Restated Bylaws of Fast Radius,
Inc.
4.1 Specimen Common Stock Certificate S-1/A 333-252172 4.2 January 28, 2021
4.2 Specimen Warrant Certificate S-1/A 333-252172 4.3 January 28, 2021
4.3 Warrant Agreement, dated
by and between ECP Environmental Growth
Opportunities Corp. and American Transfer &
Trust Company, LLC .
10.1 Form of Subscription Agreement. 8-K 001-40032 10.1 July 19, 2021
10.2 Securities Subscription Agreement, dated S-1 333-252172 10.4 January 15, 2021and Sponsor.
10.3 Amended and Restated Registration Rights 8-K 001-40032 10.3
Agreement, dated as of July 18, 2021 , by and
among ECP Environmental Growth Opportunities
Cor., ENNV Holdings, LLC , Goldman Sachs Asset
Management, L.P and certain equityholders
10.4 Company Support Agreement, dated
2021, by and among ECP Environmental Growth
Opportunities Corp., ENNV Merger Sub., Inc.,
Fast Radius, Inc. and certain other parties
thereto
10.5 Sponsor Support Agreement, dated
2021, by and among ECP Environmental Growth
Opportunities Corp., Fast Radius, Inc , the
Sponsor and the Company's officers and
directors.
10.6 Side Letter to Forward Purchase Agreement, 8-K 001-40032 10.6
dated as of July 18, 2021 , by and among ECP
Environmental Growth Opportunities Corp., ENNV
Holdings, LLC and Goldman Sachs Asset
Management, L.P. 10.7 Side Letter to Forward Purchase Agreement, 8-K 001-40032 10.1
dated as of January 20, 2022 , by and among ECP
Environmental Growth Opportunities Corp., ENNV
Holdings, LLC and Goldman Sachs Asset
Management, L.P. --------------------------------------------------------------------------------
10.8# Form of Indemnification Agreement of Fast S-4/A 333-259335 10.20
Radius, Inc. 10.9*# 2022 Equity Incentive Plan. 10.10*# 2022 Employee Stock Purchase Plan. 10.11# Amended and Restated Executive Employment S-4/A 333-259335 10.21 November 26, 2021 Agreement, dated November 24, 2021, by and between Fast Radius, Inc. and Lou Rassey 10.12# Executive Employment Agreement, dated S-4
333-259335 10.22
February 28, 2021 , by and betweenFast Radius, Inc. andPatrick McCusker 10.13*# Amendment to Executive Employment Agreement, datedJanuary 16, 2022 , by and betweenFast Radius, Inc. andLou Rassey 10.14*# Amendment to Executive Employment Agreement, datedJanuary 16, 2022 , by and betweenFast Radius, Inc. andPatrick McCusker
10.15 Letter Agreement, dated as of
2021, by and among ECP Environmental Growth
Opportunities Corp., Fast Radius, Inc. and
certain equityholders of Fast Radius, Inc. named
therein.
10.16*†+ Amended and Restated Discount Agreement, dated
as of March 21, 2019 , by and between Fast
Radius, Inc. and United Parcel Service General
Services Co.
99.1* Unaudited Pro Forma Condensed Combined
Financial Statements of ECP Environmental Growth
Opportunities Corp. and Fast Radius, Inc. as of
and for the nine months ended September 30, 2021
and the year ended December 31, 2020 .
104* Cover Page Interactive Data File (embedded
within the Inline XBRL document).
* Filed herewith.
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601. The Company agrees to furnish a copy
of all omitted exhibits and schedules to the
# Indicates a management contract or compensatory plan, contract or arrangement.
+ Certain portions of this exhibit have been omitted pursuant to Regulation S-K,
Item (601)(b)(10).
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