ECP Environmental Growth Opportunities Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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| 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 | ||||