FSRD / Fast Radius Inc - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

US31187R1005 / Fast Radius Inc / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gafastradius.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Fast Radius, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31187R100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

US31187R1005 / Fast Radius Inc / Weiss Asset Management LP Passive Investment

Converted by EDGARwiz CUSIP NO. 31187R100 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Legacy FSRD, Inc. (Formerly known as ECP ENVIORNMENTAL GROWTH OPPORTUNITIES CORP.) - (Name of Is

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Legacy FSRD, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorporation) (Commission Fil

Certificate of Amendment of Certificate of Incorporation of Fast Radius, Inc.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF FAST RADIUS, INC. Pursuant to § 242 of the General Corporation Law of the State of Delaware December 16, 2022 Fast Radius, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: First: Article FIRST of the Corporation’s Se

As filed with the Securities and Exchange Commission on December 16, 2022

POS AM 1 d426594dposam.htm POS AM As filed with the Securities and Exchange Commission on December 16, 2022 Registration No. 333-267028 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAST RADIUS, INC. (Exact name of registrant as specified in its charter) Delaware 3559 85-369

As filed with the Securities and Exchange Commission on December 16, 2022

As filed with the Securities and Exchange Commission on December 16, 2022 Registration No.

As filed with the Securities and Exchange Commission on December 16, 2022

As filed with the Securities and Exchange Commission on December 16, 2022 Registration No.

Asset Purchase Agreement, dated December 8, 2022, by and among SyBridge Digital Solutions LLC, Fast Radius, Inc., Fast Radius Operations, Inc. and Fast Radius Pte. Ltd.

ASSET PURCHASE AGREEMENT dated as of December 8, 2022 by and among SYBRIDGE DIGITAL SOLUTIONS LLC, as Buyer, and FAST RADIUS, INC.

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 Prospectus Supplement No. 5 (to Prospectus dated September 1, 2022) Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus, dated September 1, 2022 (the ?Prospectus?) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267028). Thi

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

424B3 1 julyprosupupdate.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 6 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the “Prospectus”) which forms a part of our Registration Stat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 08, 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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 09, 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 Fil

Fast Radius Announces Acquisition by SyBridge Technologies, Pending Court Approval

Exhibit 99.1 Fast Radius Announces Acquisition by SyBridge Technologies, Pending Court Approval CHICAGO, IL — December 9, 2022 — Fast Radius, Inc. (OTCMKTS: FSRDQ) (“Fast Radius'' or the “Company”) announced today that, following a comprehensive sale process and competitive auction conducted under Section 363 of the U.S. Bankruptcy code, SyBridge Technologies will acquire Fast Radius’ assets. Unde

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 Prospectus Supplement No. 4 (to Prospectus dated September 1, 2022) Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus, dated September 1, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267028). Thi

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 5 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the ?Prospectus?) which forms a part of our Registration Statement on Form S-1 (Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 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 Fil

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 Prospectus Supplement No. 3 (to Prospectus dated September 1, 2022) Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus, dated September 1, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267028). Thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

eROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40032 Fast Radius, Inc.

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 4 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No.

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 3 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the ?Prospectus?) which forms a part of our Registration Statement on Form S-1 (Registration No.

Fast Radius Commences Chapter 11 to Complete its Marketing and Sale Process Fast Radius to continue operating and serving customers in the normal course

Exhibit 99.1 Fast Radius Commences Chapter 11 to Complete its Marketing and Sale Process Fast Radius to continue operating and serving customers in the normal course Chicago, IL — November 7, 2022 — Fast Radius, Inc. (Nasdaq: FSRD) (“Fast Radius'' or the “Company”) announced today that it is launching an in-court process to effectuate one or more strategic transactions and has filed voluntary peti

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 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 Fil

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 Prospectus Supplement No. 2 (to Prospectus dated September 1, 2022) Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus, dated September 1, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267028). Thi

Form of Retention Agreement

Exhibit 10.1 FAST RADIUS, INC. RETENTION AGREEMENT November 4, 2022 Dear [Employee Name]: I want to thank you for your continued service to Fast Radius, Inc. (the “Company”). Your contributions to the Company are greatly appreciated. In recognition of your services and value to the Company, we are pleased to offer you the opportunity to receive and earn a special one-time retention payment (the “R

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 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

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 Prospectus Supplement No. 1 (to Prospectus dated September 1, 2022) Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus, dated September 1, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267028). Thi

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

424B3 1 d399942d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 2 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the “Prospectus”) which forms a part of our Registration Stateme

Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267028 PROSPECTUS Fast Radius, Inc. Up to 14,643,920 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 14,643,920 shares of our common stock, par value $0.0001 per share (?Common Stock?), by the selling stockholder, Lincoln Park Capital Fund, LLC, an Illinois limited liability company (?

August 30, 2022

August 30, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gregory Herbers Re: Fast Radius, Inc. Registration Statement on Form S-1 Filed August 23, 2022 File No. 333-267028 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Fast Radius, Inc., a Delaware corporation (the ?Co

LETTER

United States securities and exchange commission logo August 30, 2022 Lou Rassey Chief Executive Officer Fast Radius, Inc.

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on August 23, 2022 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAST RADIUS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 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

Fast Radius Reports Second Quarter 2022 Results Revenue increase of 49% year-over-year

Fast Radius Reports Second Quarter 2022 Results Revenue increase of 49% year-over-year Chicago, IL ? August 11, 2022 ?? Fast Radius, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

eROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40032 Fast Radius, Inc.

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264427 Prospectus Supplement No. 1 (to Prospectus dated July 22, 2022) Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants This prospectus supplement updates, amends and supplements the prospectus, dated July 22, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No.

Fast Radius, Inc. Up to 83,205,293 Shares of Common Stock Up to 6,891,667 Warrants

Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(3) Registration No.

July 20, 2022

July 20, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Thomas Jones and Jay Ingram Re: Fast Radius, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed July 15, 2022 File No. 333-264427 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Fast Radius, Inc., a De

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

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DLA Piper LLP (US) 200 South Biscayne Blvd., Suite 2500 Miami, Florida 33131-5341 www.dlapiper.com Joshua M. Samek, Esq. [email protected] T 305.702.8880 F 305.397.1588 July 15, 2022 Via Edgar Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones and Jay Ingram Re: Fast Rad

LETTER

United States securities and exchange commission logo July 11, 2022 Lou Rassey Chief Executive Officer Fast Radius, Inc.

Letter Agreement, dated June 27, 2022, by and between Fast Radius, Inc. and Patrick McCusker

Exhibit 10.1 To: Pat McCusker From: Lou Rassey CC: Personnel file Date: June 27, 2022 Re: Offer Letter - President & Interim Chief Financial Officer Dear Pat, In consideration of your acceptance of the President, Interim Chief Financial Officer (CFO) role, the critical nature of your role in the future structure and growth of the organization, and our desire for you to continue to help us build an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 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 Nu

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DLA Piper LLP (US) 200 South Biscayne Blvd., Suite 2500 Miami, Florida 33131-5341 www.dlapiper.com Joshua M. Samek, Esq. [email protected] T 305.702.8880 F 305.397.1588 June 24, 2022 Via Edgar Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones and Jay Ingram Re: Fast Rad

As filed with the Securities and Exchange Commission on June 24, 2022 Registration No. 333-264427 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1

Table of Contents As filed with the Securities and Exchange Commission on June 24, 2022 Registration No.

LETTER

United States securities and exchange commission logo June 17, 2022 Lou Rassey Chief Executive Officer Fast Radius, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 08, 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 Nu

Fast Radius Appoints Pat McCusker as President and Interim Chief Financial Officer and John Nanry as Chief Operating Officer

Exhibit 99.1 Fast Radius Appoints Pat McCusker as President and Interim Chief Financial Officer and John Nanry as Chief Operating Officer CHICAGO ? June 14, 2022 ? Fast Radius (Nasdaq: FSRD), a digital manufacturing and supply chain company, today announced the appointment of Pat McCusker as President and Interim Chief Financial Officer and John Nanry as Chief Operating Officer, effective June 30,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 09, 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 Nu

As filed with the Securities and Exchange Commission on June 3, 2022 Registration No. 333-264427 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19

Table of Contents As filed with the Securities and Exchange Commission on June 3, 2022 Registration No.

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CORRESP 1 filename1.htm DLA Piper LLP (US) 200 South Biscayne Blvd., Suite 2500 Miami, Florida 33131-5341 www.dlapiper.com Joshua M. Samek, Esq. [email protected] T 305.702.8880 F 305.397.1588 June 3, 2022 Via Edgar Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones and

Executive Employment Agreement, dated August 13, 2021, by and between Fast Radius, Inc. and Prithvi Gandhi

Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) by and between Fast Radius, Inc., (the ?Company?) and Prithvi Singh Gandhi (the ?Executive?) as of August 13, 2021. The parties hereby agree as follows: 1. Definitions. The following terms have the meanings specified or referred to in this Section 1. (a) ?Cause? for termination exists at any time (i

LETTER

United States securities and exchange commission logo May 17, 2022 Lou Rassey Chief Executive Officer Fast Radius, Inc.

Purchase Agreement, dated May 11, 2022, between Fast Radius, Inc. and Lincoln Park Capital Fund, LLC

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement"), dated as of May 11, 2022, is made by and between FAST RADIUS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor"). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 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 Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

eROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40032 Fast Radius, Inc.

Registration Rights Agreement, dated May 11, 2022, between the Company and Lincoln Park

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 11, 2022, is entered into by and between FAST RADIUS, INC., a Delaware corporation (the ?Company?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise defined h

Fast Radius Reports First Quarter 2022 Results, Raises 2022 Revenue Outlook

Exhibit 99.1 Fast Radius Reports First Quarter 2022 Results, Raises 2022 Revenue Outlook Chicago, IL ? May 12, 2022 ?? Fast Radius, Inc. (?Fast Radius?) (Nasdaq: FSRD), a cloud manufacturing and digital supply chain company, reported financial results for the first quarter ended March 31, 2022. First Quarter 2022 Financial Summary ? Revenue increased 65% to $6.3 million in 2022 compared to $3.8 mi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendments to Financial Disclosures about Acquired and Disposed Businesses.? On February 4, 2022 (?Closing? or the ?Clos

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on April 21, 2022 Registration No.

Financial Statements and Exhibits

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 incorporati

Filing Fee Table

EX-FILING FEES 5 d270932dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAST RADIUS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maxim

Loan and Security Agreement, dated as of December 29, 2020, by and between Fast Radius, Inc. and Silicon Valley Bank

EX-10.20 6 d197871dex1020.htm EX-10.20 Exhibit 10.20 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of 12/29/2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FAST RADIUS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The partie

Form of Notice of Grant and Restricted Stock Units Agreement under the Fast Radius, Inc. 2022 Equity Incentive Plan

Exhibit 10.22 FAST RADIUS, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S. Participants) Fast Radius, Inc., a Delaware corporation (the ?Company?), has granted to the Participant an award (the ?Award?) of certain units pursuant to the Fast Radius, Inc. 2022 Equity Incentive Plan (the ?Plan?), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stoc

As filed with the Securities and Exchange Commission on April 15, 2022

As filed with the Securities and Exchange Commission on April 15, 2022 Registration No.

First Amendment to Loan and Security Agreement, dated as of March 12, 2021, by and between Fast Radius, Inc. and Silicon Valley Bank

Exhibit 10.21 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of 3/12/2021 (the "First Amendment Effective Date?), by and between Silicon Valley Bank (?Bank?) and Fast Radius, Inc., a Delaware corporation (the ?Borrower?) whose address is 113 N May St., Chicago, IL 60607. RECITALS A. Bank and Borrower have ent

Consent and First Amendment to Loan and Security Agreement, dated as of February 4, 2022, by and between Fast Radius, Inc. and SVB Innovation Credit Fund VIII, L.P.

Exhibit 10.18 CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS CONSENT AND FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of February 4, 2022 (the ?First Amendment Effective Date?), by and between SVB Innovation Credit Fund VIII, L.P. (?Lender?) and Fast Radius, Inc., a Delaware corporation (?Borrower?). RECITALS A. Lender and Borrower have ente

Second Amendment to Loan and Security Agreement, dated as of February 16, 2022, by and between Fast Radius, Inc. and SVB Innovation Credit Fund VIII, L.P.

Exhibit 10.19 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of March 4, 2022 (the ?Second Amendment Effective Date?), by and between SVB Innovation Credit Fund VIII, L.P. (?Lender?) and Fast Radius, Inc., a Delaware corporation (?Borrower?). RECITALS A. Lender and Borrower have entered into that certain Lo

Loan and Security Agreement, dated as of September 10, 2021, by and between Fast Radius, Inc. and SVB Innovation Credit Fund VIII, L.P.

Exhibit 10.17 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) is dated as of September 10, 2021 (the ?Effective Date?) by and between SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (?Lender?) and FAST RADIUS, INC., a Delaware corporation (?Borrower?) provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The

List of Subsidiaries

Exhibit 21.1 FAST RADIUS, INC. SUBSIDIARIES Fast Radius Operations, Inc. (Delaware) Fast Radius PTE. LTD. (Singapore)

Description of Securities.

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, references in this exhibit to ?we,? ?our,? and the ?Company? refer to Fast Radius, Inc. (formerly known as ECP Environmental Growth Opportunities Corp.) and its consolidated subsidiaries. General The following description of the term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-400

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) FAST RADIUS, INC.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 incorporati

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendments to Financial Disclosures about Acquired and Disposed Businesses.? On February 4, 2022 (?Closing? or the ?Clos

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 incorporati

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 Consolidated Financial Statements CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND DECEMBER 31, 2020 3 CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 4 CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS? DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR

FAST RADIUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 FAST RADIUS? MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which Fast Radius? management believes is relevant to an assessment and understanding of Fast Radius? consolidated results of operations and financial condition. The discussion should be read together with Fast Radius? financial

Letter regarding Change in Certifying Accountant

Exhibit 16.1 March 30, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Fast Radius, Inc. (formerly ECP Environmental Growth Opportunities Corp.) under Item 4.01 of its Form 8-K dated March 30, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with

Fast Radius Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Fast Radius Reports Fourth Quarter and Full Year 2021 Results Chicago, IL ? March 30, 2022 ? Fast Radius, Inc. (?Fast Radius?) (Nasdaq: FSRD), a cloud manufacturing and digital supply chain company, reported financial results for the fourth quarter and full year ended December 31, 2021 for Fast Radius Operations, Inc. achieved prior to the completion of the business combination with E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 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 N

FSRD / Fast Radius Inc - Class A / ECP ControlCo, LLC - SC 13D Activist Investment

SC 13D United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Fast Radius, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31187R 110 (CUSIP Number

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

JOINT FILING AGREEMENT

CUSIP No. 31187R 100 Page 12 of 12 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of Fast Radius, Inc., par value $0.0001 per share, and further agree that this Joint Filing Agre

FSRD / Fast Radius Inc - Class A / Rassey Louis - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* FAST RADIUS, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 31187R 100 (CUSIP Number) LOUIS RASSEY 113 N. MAY STREET CHICAGO, ILLINOIS 60607 (888) 787-1629 (Name, Address and Telephone Number of Person Authorized to

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / CITADEL ADVISORS LLC - ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the “Shares”) (Title of Cl

JOINT FILING AGREEMENT Fast Radius, Inc.

EXHIBIT 1 JOINT FILING AGREEMENT Fast Radius, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreem

FSRD / Fast Radius Inc - Class A / UNITED PARCEL SERVICE INC - SC 13G Passive Investment

SC 13G 1 d314685dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fast Radius, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31187R100 (CUSIP Number) February 4, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 26829T100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

JOINT FILING AGREEMENT February 11, 2022

EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 9 d286122dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” On Febr

2022 Employee Stock Purchase Plan.

Exhibit 10.10 FAST RADIUS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 4 1.1 Establishment 4 1.2 Purpose 4 1.3 Term of Plan 4 2. Definitions and Construction 4 2.1 Definitions 4 2.2 Construction 7 3. Administration 7 3.1 Administration by the Committee 7 3.2 Authority of Officers 7 3.3 Power to Adopt Sub-Plans 8 3.4 Power to Vary Terms w

Amended and Restated Discount Agreement, dated as of March 21, 2019, by and between Fast Radius, Inc. and United Parcel Service General Services Co.

Exhibit 10.16 Execution Version [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED DISCOUNT AGREEMENT This Amended and Restated Discount Agreement (this ?Agreement?) is made and entered into as of March 21,

2022 Equity Incentive Plan.

Exhibit 10.9 FAST RADIUS, INC. 2022 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and term of Plan 6 1.1 Establishment 6 1.2 Purpose 6 1.3 Term of Plan 6 2. Definitions and Construction 6 2.1 Definitions 6 2.2 Construction 12 3. Administration 12 3.1 Administration by the Committee 12 3.2 Authority of Officers 12 3.3 Administration with Respect to Insiders 12 3.4 Powers of

Second Amended and Restated Certificate of Incorporation of Fast Radius, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. February 4, 2022 ECP Environmental Growth Opportunities Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?ECP Environmental Growth Opportunities Corp.?. The orig

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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

Amended and Restated Bylaws of Fast Radius, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FAST RADIUS, INC. Effective as of February 4, 2022 ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of Fast Radius, Inc. (the ?Corporation?) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation?s certificate of incorporation, as the same may be amend

Amendment to Executive Employment Agreement, dated January 16, 2022, by and between Fast Radius, Inc. and Lou Rassey

Exhibit 10.13 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Executive Employment Agreement (this ?Amendment?) is effective as of January 16, 2022 (the ?Amendment Effective Date?), by and between Lou Rassey (the ?Executive?) and Fast Radius, Inc., a Delaware corporation (the ?Company?). Each of Executive and the Company are a Party and, together, they are the Parties. WHEREAS, the P

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / ADAGE CAPITAL PARTNERS GP, L.L.C. - ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 26829T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo

Amendment to Executive Employment Agreement, dated January 16, 2022, by and between Fast Radius, Inc. and Patrick McCusker

Exhibit 10.14 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Executive Employment Agreement (this ?Amendment?) is effective as of January 16, 2022 (the ?Amendment Effective Date?), by and between Patrick McCusker (the ?Executive?) and Fast Radius, Inc., a Delaware corporation (the ?Company?). Each of Executive and the Company are a Party and, together, they are the Parties. WHEREAS,

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 2, 2022 FAST RADIUS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorporation) (Commission File Num

Fast Radius Announces Completion of Merger with ECP Environmental Growth Opportunities Corp. Fast Radius will trade on Nasdaq under ticker symbol “FSRD”

EX-99.1 Exhibit 99.1 Fast Radius Announces Completion of Merger with ECP Environmental Growth Opportunities Corp. Fast Radius will trade on Nasdaq under ticker symbol “FSRD” CHICAGO–February 4, 2022– Fast Radius, Inc. (“Fast Radius”), a cloud manufacturing company, today announced the successful closing of its previously announced business combination with ECP Environmental Growth Opportunities Co

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS SUMMIT, NEW JERSEY, January 31, 2022 ? ECP Environmental Growth Opportunities Corp. (Nasdaq: ENNV), a Delaware corporation (?ENNV?), today announced that it had entered into an amendment (the ?Amendment?) to the merger agreement relating to its previously announced business combinatio

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS SUMMIT, NEW JERSEY, January 31, 2022 ? ECP Environmental Growth Opportunities Corp. (Nasdaq: ENNV), a Delaware corporation (?ENNV?), today announced that it had entered into an amendment (the ?Amendment?) to the merger agreement relating to its previously announced business combinatio

Amendment No. 2 to the Agreement and Plan of Merger, dated as of January 31, 2022, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub, Inc. and Fast Radius, Inc.

Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 (this ?Amendment?), entered into and effective as of January 31, 2022, is made to that Agreement and Plan of Merger, dated as of July 18, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amended, the ?Merger Agreement?), by and among ECP Environmental Gro

Amendment No. 2 to Agreement and Plan of Merger, dated as of January 31, 2022

Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 (this ?Amendment?), entered into and effective as of January 31, 2022, is made to that Agreement and Plan of Merger, dated as of July 18, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amended, the ?Merger Agreement?), by and among ECP Environmental Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 ECP ENVIRONMENTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / Weiss Asset Management LP Passive Investment

Converted by EDGARwiz CUSIP NO. 26829T100 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ECP ENVIORNMENTAL GROWTH OPPORTUNITIES CORP. - (Name of Issuer) Class A common stock, par value

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 26829T100 (CUSIP Number) January 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

Side Letter to Forward Purchase Agreement, dated as of January 20, 2022, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.

Exhibit 10.1 Execution Version ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 January 20, 2022 Goldman Sachs Asset Management 200 West Street, 3rd Floor New York, NY 10282 Attention: Kyri Loupis Re: Forward Purchase Agreement ? Side Letter Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among ECP Environmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 ECP ENVIRONMENTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

Side Letter to Forward Purchase Agreement, dated as of January 20, 2022, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.

Exhibit 10.1 Execution Version ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 January 20, 2022 Goldman Sachs Asset Management 200 West Street, 3rd Floor New York, NY 10282 Attention: Kyri Loupis Re: Forward Purchase Agreement ? Side Letter Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among ECP Environmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 ECP ENVIRONMENTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

ECP Environmental Growth Opportunities Corp. Announces Stockholder Meeting Date of January 31, 2022 and Effectiveness of Registration Statement for Proposed Business Combination with Fast Radius

Exhibit 99.1 ECP Environmental Growth Opportunities Corp. Announces Stockholder Meeting Date of January 31, 2022 and Effectiveness of Registration Statement for Proposed Business Combination with Fast Radius SUMMIT, NEW JERSEY, January 13, 2022 ? ECP Environmental Growth Opportunities Corp., a Delaware corporation (?ENNV?), announced that the virtual stockholder meeting to approve the previously a

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, New Jersey 07901

424B3 1 d182329d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259335 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, New Jersey 07901 Dear Stockholder: On July 18, 2021, ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), and ENNV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of ENNV (“Merger Sub”), en

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpor

ECP Environmental Growth Opportunities Corp. Announces Stockholder Meeting Date of January 31, 2022 and Effectiveness of Registration Statement for Proposed Business Combination with Fast Radius

Exhibit 99.1 ECP Environmental Growth Opportunities Corp. Announces Stockholder Meeting Date of January 31, 2022 and Effectiveness of Registration Statement for Proposed Business Combination with Fast Radius SUMMIT, NEW JERSEY, January 13, 2022 ? ECP Environmental Growth Opportunities Corp., a Delaware corporation (?ENNV?), announced that the virtual stockholder meeting to approve the previously a

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, New Jersey 07901

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, New Jersey 07901 January 11, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Thomas Jones, Staff Attorney Sherry Haywood, Staff Attorney Division of Corporation Finance Office of Manufacturing Re: ECP Environmental Growth Opportunities Corp. Regis

Letter Agreement, dated as of December 31, 2021, by and among ECP Environmental Growth Opportunities Corp., Fast Radius, Inc. and certain equityholders of Fast Radius, Inc. named therein.

Exhibit 10.25 December 31, 2021 Fast Radius, Inc. 113 N. May St. Chicago, IL 60607 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Re: Letter Agreement Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (?ENNV?),

Form of Indemnification Agreement of Fast Radius, Inc.

Exhibit 10.20 FAST RADIUS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [], is made between Fast Radius, Inc., a Delaware corporation (the ?Company?), and [] (the ?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsid

Form of Proxy Card.

Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Pr

Employment Agreement, dated as of March 1, 2021, by and between Fast Radius, Inc. and John Nanry.†

Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) by and between Fast Radius, Inc., (the ?Company?) and John Nanry (the ?Executive?) as of March 1, 2021 (the ?Effective Date?). The parties hereby agree as follows: 1. Definitions. The following terms have the meanings specified or referred to in this Section 1. (a) ?Cause? for termination exists at

As filed with the Securities and Exchange Commission on January 7, 2022. Registration No. 333-259335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

Table of Contents As filed with the Securities and Exchange Commission on January 7, 2022.

* * * *

811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County VIA EDGAR Chicago Paris Dubai Riyadh January 7, 2022 D?sseldorf San Diego Frankfurt San Francisco Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washi

LETTER

United States securities and exchange commission logo January 6, 2022 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2021 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2021 ECP ENVIRONMENT

425 1 d258339d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2021 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Oth

Amendment to the Agreement and Plan of Merger, dated as of December 26, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub, Inc. and Fast Radius, Inc.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this ?Amendment?), entered into and effective as of December 26, 2021, is made to that Agreement and Plan of Merger, dated as of July 18, 2021 (the ?Merger Agreement?), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (?Acquiror?), ENNV Merger Sub, Inc., a Delaware corporation and direct, wholly-

As filed with the Securities and Exchange Commission on December 27, 2021. Registration No. 333-259335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on December 27, 2021.

Amendment to Agreement and Plan of Merger, dated December 26, 2021

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this “Amendment”), entered into and effective as of December 26, 2021, is made to that Agreement and Plan of Merger, dated as of July 18, 2021 (the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and direct, wholly-

As filed with the Securities and Exchange Commission on December 17, 2021. Registration No. 333-259335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on December 17, 2021.

Consent of Steven Koch to be named as a director nominee of the Combined Company.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to

Consent of Elizabeth Ziegler to be named as a director nominee of the Combined Company.

EX-99.7 7 d182329dex997.htm EX-99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to

Consent of Matthew Maloney to be named as a director nominee of the Combined Company.

EX-99.6 6 d182329dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to

Consent of Matthew Flanigan to be named as a director nominee of the Combined Company.

EX-99.4 4 d182329dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to

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811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris VIA EDGAR Dubai Riyadh D?sseldorf San Diego December 17, 2021 Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Securities and Exchange Commission Houston Silicon Valle

Filed by ECP Environmental Growth Opportunities Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ECP Environmental Growth Opportunities Cor

425 1 d257204d425.htm 425 Filed by ECP Environmental Growth Opportunities Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ECP Environmental Growth Opportunities Corp. Commission File No.: 001-40032 Date: December 16, 2021 Investor Day December 2021 ir.fastradius.com Disclaimer and Risk F

1

425 1 d257238d425.htm 425 Filed by ECP Environmental Growth Opportunities Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ECP Environmental Growth Opportunities Corp. Commission File No.: 001-40032 Date: December 16, 2021 Fast Radius Investor Day Transcript Speakers: Lou Rassey – Co-Foun

LETTER

United States securities and exchange commission logo December 13, 2021 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.

Fast Radius to Host Virtual Investor Day on Tuesday, December 14, 2021 in Support of Business Combination with ECP Environmental Growth Opportunities Corp. (NASDAQ:ENNV)

425 1 d153723d425.htm 425 Filed by ECP Environmental Growth Opportunities Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ECP Environmental Growth Opportunities Corp. Commission File No.: 001-40032 Date: November 30, 2021 Fast Radius to Host Virtual Investor Day on Tuesday, December 14,

As filed with the Securities and Exchange Commission on November 24 , 2021. Registration No. 333-259335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES AC

Table of Contents As filed with the Securities and Exchange Commission on November 24 , 2021.

Form of Proxy Card.**

Exhibit 99.1 ECP Environmental Growth Opportunities Corp. SPECIAL MEETING OF STOCKHOLDERS [ ? ], 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ECP Environmental Growth Opportunities Corp. The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of Special Meeting in Lieu of the 2022 Annual Meeting of Stockholders (the

Amended and Restated Executive Employment Agreement, dated November 24, 2021, by and between Fast Radius, Inc. and Lou Rassey

Exhibit 10.21 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Fast Radius, Inc., (the ?Company?) and Lou Rassey (the ?Executive?) as of November 24, 2021 (the ?Effective Date?) and as of the Effective Date amends, restates and supersedes in its entirety the Executive Employment Agreement

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CORRESP 1 filename1.htm 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40032 ECP Environm

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

ne UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2021 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware 001-40032 85-3692788 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ennv-nt10q20210930.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

Fast Radius Reports Third Quarter 2021 Financial Highlights Achieves record quarterly revenues and 139% growth over the third quarter 2020

425 1 d223348d425.htm 425 Filed by ECP Environmental Growth Opportunities Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ECP Environmental Growth Opportunities Corp. Commission File No.: 001-40032 Date: November 12, 2021 Fast Radius Reports Third Quarter 2021 Financial Highlights Achiev

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CORRESP 1 filename1.htm 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris VIA EDGAR Dubai Riyadh Düsseldorf San Diego October 8, 2021 Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Securities and Exchange Commission

Offer Letter, dated as of February 5, 2021, by and between Fast Radius, Inc. and Brian Simms.†**

Exhibit 10.23 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ?[***]?) HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. February 5, 2018 Brian Simms [***] Dear Brian: On behalf of Fast Radius, Inc., (the ?Company?), it is our pleasure to offer you employment in the pos

As filed with the Securities and Exchange Commission on October 8, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 8, 2021.

LETTER

United States securities and exchange commission logo September 30, 2021 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.

Power of Attorney (included on signature page to the initial filing of this Registration Statement).**

Table of Contents As filed with the Securities and Exchange Commission on September 3 , 2021.

Administrative Services Agreement between the Registrant and ENNV Holdings, LLC.**

EX-10.12 2 d182329dex1012.htm EX-10.12 Exhibit 10.12 Execution Version ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 February 8, 2021 Energy Capital Partners Management, LP 40 Beechwood Road Summit, New Jersey 07901 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between ECP Environmental Growth Opportunities Corp.,

Offer Letter, dated as of February 5, 2021, by and between Fast Radius, Inc. and Brian Simms.†

Exhibit 10.23 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. February 5, 2018 Brian Simms [***] Dear Brian: On behalf of Fast Radius, Inc., (the ?Company?), it is our pleasure to offer you employment in the position of V

Executive Employment Agreement, dated February 28, 2021, by and between Fast Radius, Inc. and Patrick McCusker

EX-10.22 4 d182329dex1022.htm EX-10.22 Exhibit 10.22 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Fast Radius, Inc., (the “Company”) and Patrick McCusker (the “Executive”) as of February 28, 2021 (the “Effective Date”). The parties hereby agree as follows: 1. Definitions. The following terms have the meanings specified or referred to in this

Employment Agreement, dated as of February 28, 2021, by and between Fast Radius, Inc. and Lou Rassey.

EX-10.21 3 d182329dex1021.htm EX-10.21 Exhibit 10.21 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Fast Radius, Inc., (the “Company”) and Lou Rassey (the “Executive”) as of February 28, 2021 (the “Effective Date”). The parties hereby agree as follows: 1. Definitions. The following terms have the meanings specified or referred to in this Sectio

Consent of Nick Solaro to be named as a director nominee of the Combined Company.**

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to

Consent of Lou Rassey to be named as a director nominee of the Combined Company.**

EX-99.2 8 d182329dex992.htm EX-99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by ECP Environmental Growth Opportunities Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40032 ECP Environmental

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ennv-nt10q20210630.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorporati

Promissory Note, dated July 30, 2021, issued by ECP Environmental Growth Opportunities Corp. to Energy Capital Partners Management, LP.

EX-10.1 2 ennv-ex101118.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / CITADEL ADVISORS LLC - ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securitie

JOINT FILING AGREEMENT

EX-99.1 2 tm2123640d2ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of ECP Environmental Growth Opportunities Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(

ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP A / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Doug Kimmelman – Chairman of ECP Environmental Growth Opportunities Corp.

Exhibit 99.2 Speakers: Doug Kimmelman ? Chairman of ECP Environmental Growth Opportunities Corp. Tyler Reeder ? President & CEO of ECP Environmental Growth Opportunities Corp. Lou Rassey - Co-Founder & Chief Executive Officer of Fast Radius, Inc. Pat McCusker - Co-Founder, Chief Operating Officer & Interim Chief Financial Officer of Fast Radius, Inc. Alex Thompson, Gateway Investor Relations Opera

FAST RADIUS® The First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company Investor Presentation July 19, 2021 fastradius.com

Exhibit 99.3 FAST RADIUS? The First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company Investor Presentation July 19, 2021 fastradius.com Disclaimer and Risk Factors General. This presentation (this ?Presentation?) is provided solely for informational purposes and has been prepared to assist interested parties in making their own evaluation with respect to (i) the proposed business c

Amended and Restated Registration Rights 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

EX-10.3 5 ennv-ex1037.htm EX-10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2021 ECP ENVIRONMENTAL G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2021 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Other Jurisdiction of Incorporati

FAST RADIUS® The First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company Investor Presentation July 19, 2021 fastradius.com

EX-99.3 10 ennv-ex993151.htm EX-99.3 Exhibit 99.3 FAST RADIUS® The First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company Investor Presentation July 19, 2021 fastradius.com Disclaimer and Risk Factors General. This presentation (this “Presentation”) is provided solely for informational purposes and has been prepared to assist interested parties in making their own evaluation with r

Amended and Restated Registration Rights Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and certain stockholders of ECP Environmental Growth Opportunities Corp. and Fast Radius, Inc. named therein.

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P

Doug Kimmelman – Chairman of ECP Environmental Growth Opportunities Corp.

Exhibit 99.2 Speakers: Doug Kimmelman ? Chairman of ECP Environmental Growth Opportunities Corp. Tyler Reeder ? President & CEO of ECP Environmental Growth Opportunities Corp. Lou Rassey - Co-Founder & Chief Executive Officer of Fast Radius, Inc. Pat McCusker - Co-Founder, Chief Operating Officer & Interim Chief Financial Officer of Fast Radius, Inc. Alex Thompson, Gateway Investor Relations Opera

Sponsor Support Agreement, dated July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., Fast Radius, Inc, the Sponsor and the Company’s officers and directors.

Exhibit 10.5 July 18, 2021 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Fast Radius, Inc. 113 N. May St. Chicago, IL 60607 Re: Sponsor Support Agreement Ladies and Gentlemen: This letter (this ?Sponsor Support Agreement?) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the ?Merger Agreement?), b

Side Letter to Forward Purchase Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.

Exhibit 10.2 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 July 18, 2021 Goldman Sachs Asset Management 200 West Street, 3rd Floor New York, NY 10282 Attention: Kyri Loupis Re: Forward Purchase Agreement ? Side Letter Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among ECP Environmental Growth Opportunit

Fast Radius, a First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company, to List on NASDAQ through a Business Combination with ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV)

EX-99.1 8 ennv-ex99191.htm EX-99.1 Exhibit 99.1 Fast Radius, a First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company, to List on NASDAQ through a Business Combination with ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV) • Fast Radius is a category creator with a proprietary and defensible Cloud Manufacturing Platform™️. This is a new infrastructure to design, make, and

Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub, Inc. and Fast Radius, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP., ENNV MERGER SUB, INC. and FAST RADIUS, INC. dated as of July 18, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 3 Section 1.2. Construction 25 Article II THE MERGER; CLOSING Section 2.1. The Merger 25 Section 2.2. Effects of the Merger 25 Section 2.3. Closing; Eff

Sponsor Support Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., its officers and directors and ENNV Holdings, LLC.*

Exhibit 10.5 July 18, 2021 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Fast Radius, Inc. 113 N. May St. Chicago, IL 60607 Re: Sponsor Support Agreement Ladies and Gentlemen: This letter (this ?Sponsor Support Agreement?) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the ?Merger Agreement?), b

Company Support Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., Fast Radius, Inc. and certain stockholders of Fast Radius, Inc. named therein.*

Exhibit 10.4 July 18, 2021 Fast Radius, Inc. 113 N. May St. Chicago, IL 60607 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Re: Company Support Agreement Ladies and Gentlemen: This letter (this “Company Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), b

Side Letter to Forward Purchase Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.

EX-10.2 4 ennv-ex10210.htm EX-10.2 Exhibit 10.2 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 July 18, 2021 Goldman Sachs Asset Management 200 West Street, 3rd Floor New York, NY 10282 Attention: Kyri Loupis Re: Forward Purchase Agreement – Side Letter Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among

Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub, Inc. and Fast Radius, Inc.*

EX-2.1 2 ennv-ex21110.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP., ENNV MERGER SUB, INC. and FAST RADIUS, INC. dated as of July 18, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 3 Section 1.2. Construction 25 Article II THE MERGER; CLOSING Section 2.1. The Merger 25 Section 2.2. Effects of the Me

Company Support Agreement, dated July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub., Inc., Fast Radius, Inc. and certain other parties thereto

EX-10.4 6 ennv-ex1049.htm EX-10.4 Exhibit 10.4 July 18, 2021 Fast Radius, Inc. 113 N. May St. Chicago, IL 60607 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Re: Company Support Agreement Ladies and Gentlemen: This letter (this “Company Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date

Form of Subscription Agreement.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of the dat

Form of Subscription Agreement.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on [?], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (?ENNV?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of the dat

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 ennv-8k20210719.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2021 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40032 85-3692788 (State or Oth

Fast Radius, a First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company, to List on NASDAQ through a Business Combination with ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV)

Exhibit 99.1 Fast Radius, a First-of-its-Kind Cloud Manufacturing and Digital Supply Chain Company, to List on NASDAQ through a Business Combination with ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV) ? Fast Radius is a category creator with a proprietary and defensible Cloud Manufacturing Platform??. This is a new infrastructure to design, make, and move physical products in the digi

ENNV / ECP Environmental Growth Opportunities Corp. Class A / RP Investment Advisors LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 26829T100 (CUSIP Number) May 21, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT May 28, 2021

EXHIBIT 99.1 JOINT FILING AGREEMENT May 28, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40032 ECP Environmenta

ECP Environmental Growth Opportunities Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ECP Environmental Growth Opportunities Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 26829T100 (CUSIP Number) May 11, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

ne UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2021 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware 001-40032 85-3692788 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

Financial Statements and Exhibits, Other Events

8-K 1 ck1832351-8k20210401.htm 8-K ne UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2021 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware 001-40032 85-3692788 (

ECP Environmental Growth Opportunities Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 1, 2021

EX-99.1 2 ck1832351-ex9916.htm EX-99.1 Exhibit 99.1 ECP Environmental Growth Opportunities Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 1, 2021 Summit, NJ - (April 1, 2021) – ECP Environmental Growth Opportunities Corp. (the “Company”) announced that, commencing April 1, 2021, holders of the units sold in the Company’s initial public offering (the

Financial Statements and Exhibits, Other Events

ne UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 11, 2021 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware 001-40032 85-3692788 (State or other jurisdiction of

INDEX TO FINANCIAL STATEMENTS

EX-99.1 2 ck1832351-ex99118.htm EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2021 F-3 Notes to Financial Statements F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of ECP Environmental Growth Opportunities Corp. Opinion on the Financial Stat

Indemnity Agreement, dated February 8, 2021, between the Company and Kathryn E. Coffey (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.12 16 ck1832351-ex101232.htm EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Kathryn E. Coffey (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations a

ECP Environmental Growth Opportunities Corp. Announces Closing of $345 Million Initial Public Offering

EX-99.2 19 ck1832351-ex99235.htm EX-99.2 Exhibit 99.2 ECP Environmental Growth Opportunities Corp. Announces Closing of $345 Million Initial Public Offering Summit, New Jersey, February 11, 2021 /PRNewswire/ – ECP Environmental Growth Opportunities Corp. (the “Company”) announced today the closing of its initial public offering of 34,500,000 units, which included the full exercise of the underwrit

Warrants Purchase Agreement, dated February 8, 2021, by and between the Registrant and GSAM (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.4 8 ck1832351-ex10424.htm EX-10.4 Exhibit 10.4 WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2021 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware 001-40032 85-3692788 (State or other jurisdiction of inco

Warrant Agreement, dated February 8, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-4.1 4 ck1832351-ex4120.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein

Indemnity Agreement, dated February 8, 2021, between the Company and Chris Leininger (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.10 14 ck1832351-ex101030.htm EX-10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Chris Leininger (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as

Sponsor Warrants Purchase Agreement, dated February 8, 2021, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

Exhibit 10.3 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the ?Company?), and ENNV Holdings, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company in

Indemnity Agreement, dated February 8, 2021, between the Company and Richard Burke (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.9 13 ck1832351-ex10929.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Richard Burke (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as direct

Underwriting Agreement, dated February 8, 2021, among the Company and Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters.

Exhibit 1.1 30,000,000 Units ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT February 8, 2021 Barclays Capital Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036

Registration Rights Agreement, dated February 8, 2021, among the Company and certain security holders named therein.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 8, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the ?Company?), ENNV Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), Goldman Sachs Asset Management, L.P., in its capacity as investment advise

Indemnity Agreement, dated February 8, 2021, between the Company and David Lockwood (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.11 15 ck1832351-ex101131.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and David Lockwood (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as d

Indemnity Agreement, dated February 8, 2021, between the Company and Tracy B. McKibben (incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.13 17 ck1832351-ex101333.htm EX-10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Tracy B McKibben (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as

ECP Environmental Growth Opportunities Corp. Announces Pricing of $300 Million Initial Public Offering

Exhibit 99.1 ECP Environmental Growth Opportunities Corp. Announces Pricing of $300 Million Initial Public Offering Summit, New Jersey, February 8, 2021 /PRNewswire/ ? ECP Environmental Growth Opportunities Corp. (the ?Company?) announced today the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The Company is a blank check company formed for the purpose o

Indemnity Agreement, dated February 8, 2021, between the Company and Tyler Reeder (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the ?Company?), and Tyler Reeder (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly?held corporations as directors, officers or in other capacities unles

Investment Management Trust Agreement, dated February 8, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.1 5 ck1832351-ex10121.htm EX-10.1 Exhibit10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee

Indemnity Agreement, dated February 8, 2021, between the Company and Douglas Kimmelman (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-10.7 11 ck1832351-ex10727.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Douglas Kimmelman (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as di

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

EX-3.1 3 ck1832351-ex3119.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. February 8, 2021 ECP Environmental Growth Opportunities Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “ECP Environmental Growth O

Indemnity Agreement, dated February 8, 2021, between the Company and Drew Brown (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2021).**

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Drew Brown (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as directors, officers or in other capacities unless

Letter Agreement, dated February 8, 2021, among the Company, its officers, directors and the Sponsor.

Exhibit 10.5 February 8, 2021 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among ECP Environmental Growth Opportunities Corp., a D

ECP Environmental Growth Opportunities Corp. 30,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-252172 PROSPECTUS $300,000,000 ECP Environmental Growth Opportunities Corp. 30,000,000 Units ECP Environmental Growth Opportunities Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wi

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Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3692788 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Empl

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ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, NJ 07901 February 5, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty, Staff Attorney Division of Corporation Finance Office of Energy & Transportation Re: ECP Environmental Growth Opportunities Corp. Registration Statement on Form

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February 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. 40 Beechwood Road Summit, NJ 07901 February 2, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty, Staff Attorney Division of Corporation Finance Office of Energy & Transportation Re: ECP Environmental Growth Opportunities Corp. Registration Statement on Form

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CORRESP 1 filename1.htm ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, NJ 07901 February 3, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Kevin Dougherty, Staff Attorney Division of Corporation Finance Office of Energy & Transportation Re: ECP Environmental Growth Opportunities Corp. Amendm

Form S-1

As filed with the U.S. Securities and Exchange Commission on February 3, 2021 Registration No. 333-252172 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction

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United States securities and exchange commission logo February 2, 2021 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.

LETTER

United States securities and exchange commission logo February 2, 2021 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.

First Amendment to Forward Purchase Agreement, dated January 31, 2021, among the Registrant, ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.*

Exhibit 10.10 FIRST AMENDMENT to FORWARD PURCHASE AGREEMENT This First Amendment to Forward Purchase Agreement (this “Amendment”) is entered into as of January 31, 2021, among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as inv

Form of Letter Agreement among the Registrant, its officers, directors and ENNV Holdings, LLC*

EX-10.1 6 ck1832351-ex10159.htm EX-10.1 Exhibit 10.1 [●], 2021 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ECP Environmenta

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252172), filed with the Securities and Exchange Commission on February 1, 2021).

EX-10.2 7 ck1832351-ex10258.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ● ], 2021 by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

Form of First Amended and Restated Certificate of Incorporation*

EX-3.3 3 ck1832351-ex3360.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. February [ ● ], 2021 ECP Environmental Growth Opportunities Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “ECP Environmental Grow

Form of Underwriting Agreement*

Exhibit 1.1 30,000,000 Units ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Barclays Capital Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies

Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-252172), filed with the Securities and Exchange Commission on February 1, 2021).

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P. (“GSAM”), and the undersigned parties l

Form of Administrative Services Agreement between the Registrant and ENNV Holdings, LLC*

Exhibit 10.7 ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, New Jersey 07901 January [ ● ], 2021 Energy Capital Partners Management, LP 40 Beechwood Road Summit, New Jersey 07901 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Energy Cap

Specimen Unit Certificate*

EX-4.1 4 ck1832351-ex419.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1)

Form of Indemnity Agreement*

Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ● ], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and [ ● ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as directors, officers or in other capacities unless th

Form of Warrants Purchase Agreement between the Registrant and certain accounts managed by Goldman Sachs Asset Management, L.P.*

Exhibit 10.11 FORM OF WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-252172), filed with the Securities and Exchange Commission on February 1, 2021).

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [ ● ], 2021, is by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS

Form of Sponsor Warrants Purchase Agreement between the Registrant and ENNV Holdings, LLC*

Exhibit 10.5 FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and ENNV Holdings, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the

- S-1/A

As filed with the U.S. Securities and Exchange Commission on February 1, 2021 Registration No. 333-252172 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction

Promissory Note, dated January 26, 2021, issued to Energy Capital Partners Management, LP+

Exhibit 10.8 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 28, 2021).**

EX-4.3 4 ck1832351-ex4342.htm EX-4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certi

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 28, 2021).**

EX-4.1 2 ck1832351-ex4144.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1)

- S-1/A

S-1/A 1 ck1832351-s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on January 27, 2021 Registration No. 333-252172 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ECP Environmental Growth Opportunities Corp. (Exact name of registrant as specified in its charter) Delawa

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 28, 2021).**

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ECP ENVIRONMENTAL GROWTH

Consent of David Lockwood+

Exhibit 99.4 Consent of Prospective Director Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of ECP Environmental Growth Opportunities Corp. (the “Company”), the undersigned hereby consents to being named and described as a person who will b

Forward Purchase Agreement, dated January 24, 2021 among the Registrant, ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P.+

EX-10.9 7 ck1832351-ex10941.htm EX-10.9 Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January 24, 2021, among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as in

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ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, NJ 07901 January 27, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn:Kevin Dougherty, Staff Attorney Division of Corporation Finance Office of Energy & Transportation Re: ECP Environmental Growth Opportunities Corp. Registration Statement on Form

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United States securities and exchange commission logo January 19, 2021 Tyler Reeder President and Chief Executive Officer ECP Environmental Growth Opportunities Corp.