Item 8.01 Other Events
On
Cautionary Statement Regarding Forward Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination (the "Transaction") between ENNV and Fast Radius. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "scales," "representative of," "valuation," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of ENNV's securities, (ii) the risk that the Transaction may not be completed by ENNV's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ENNV, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the requisite approvals of ENNV's and Fast Radius' stockholders, the satisfaction of the minimum trust account amount following any redemptions by ENNV's public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Transaction, (v) the risk that ENNV's proposed private offering of public equity is not completed, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger (the "Merger Agreement") relating to the Transaction, (vii) the effect of the announcement or pendency of the Transaction on Fast Radius' business or employee relationships, operating results and business generally, (viii) the risk that the Transaction disrupts current plans and operations of Fast Radius, (ix) the risk of difficulties in retaining employees of Fast Radius as a result of the Transaction, (x) the outcome of any legal proceedings that may be instituted against Fast Radius or against ENNV related to the Merger Agreement or the Transaction, (xi) the ability to maintain the listing of ENNV's securities on a national securities exchange, (xii) changes in the competitive industries in which Fast Radius operates, variations in operating performance across competitors, changes in laws and regulations affecting Fast Radius' business and changes in the combined capital structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and the ability to identify and realize additional opportunities, (xiv) risks related to the uncertainty of Fast Radius' projected financial information, (xv) risks related to Fast Radius' potential inability to become profitable and generate cash, (xvi) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, (xvii) the risk that demand for Fast Radius' cloud manufacturing technology does not grow as expected, (xviii) the ability of Fast Radius to retain existing customers and attract new customers, (xix) the potential inability of Fast Radius to manage growth effectively, (xx) the potential inability of Fast Radius to increase its cloud manufacturing capacity or to achieve efficiencies regarding its cloud manufacturing process or other costs, (xxi) the enforceability of Fast Radius' intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the
--------------------------------------------------------------------------------
intellectual property rights of others, (xxii) Fast Radius' dependence on senior
management and other key employees, (xxiii) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which Fast Radius
operates, (xxiv) the risk that Fast Radius may require additional funding for
its growth plans and may not be able to obtain any additional financing on terms
that are acceptable to Fast Radius or at all and (xxv) costs related to the
Transaction and the failure to realize anticipated benefits of the Transaction
or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated stockholder redemptions. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties which will be more fully described in the "Risk
Factors" section of ENNV's Quarterly Reports on Form 10-Q, the Registration
Statement (as defined below), the proxy statement/prospectus included therein
(the "Proxy Statement/Prospectus") and other documents filed by ENNV from time
to time with the
Additional Information and Where to Find It
This Report relates to the proposed Transaction between ENNV and Fast Radius.
ENNV filed a registration statement on Form S-4, including the Proxy
Statement/Prospectus, relating to the Transaction with the
Participants in the Solicitation
ENNV, Fast Radius and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ENNV in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction is included in the Proxy Statement/Prospectus included in the Registration Statement. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Report shall not constitute an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities, nor shall there be
any sale or exchange of securities in any jurisdiction in which such offer,
solicitation, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Description 99.1 Press Release, datedJanuary 13, 2022 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source