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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/22 Fast Radius, Inc. 10-K 12/31/21 61:11M Donnelley … Solutions/FA |
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10-K |
i ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i Delaware |
i 85-3692788 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
i 113 N. May Street i Chicago, i Illinois |
i 60607 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, par value $0.0001 per share |
i FSRD |
i The Nasdaq Stock Market LLC | ||
i Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
i FSRDW |
i The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
i Non-accelerated filer |
☒ | Smaller reporting company | i ☒ | |||
Emerging growth company | i ☒ |
• | We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability for any period in the future or sustain cash flow from operating activities. |
• | We have a relatively limited operating history and have experienced rapid growth, which makes evaluating our current business and future prospects difficult and may increase the risk of your investment. |
• | We may not timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business. |
• | Our operating results may fluctuate significantly from period-to-period |
• | The global COVID-19 pandemic has significantly affected our business and operations. |
• | We face intense and growing competition in the advanced manufacturing industry. Our inability to compete effectively with competitors could affect our ability to achieve our anticipated market penetration and achieve or sustain profitability. |
• | The advanced manufacturing industry in which we operate is characterized by rapid technological change, requiring continual innovation and development of new solutions and innovations to meet constantly evolving customer demands. |
• | Forecasts of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will serve a significant portion of the market or grow at similar rates, or at all. |
• | We may experience significant delays in the design, production and launch of our advanced manufacturing solutions and enhancements to existing solutions, and we may be unable to successfully commercialize solutions on our planned timelines. |
• | We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. If we fail to obtain additional capital on terms that are acceptable, we may not be able to implement such plans for business growth fully, if at all. |
• | Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern. |
• | If demand for our solutions does not grow as expected, or if market adoption of advanced manufacturing and our Cloud Manufacturing Platform does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected. |
• | We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to distribute products effectively would adversely affect our sales. |
• | Our bookings might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in bookings. |
• | A real or perceived defect, security vulnerability, error or performance failure in our software or technical problems or disruptions caused by our third-party service providers could cause us to lose revenue, damage our reputation and expose us to liability. |
• | We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology. |
• | If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected. |
• | Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act could impair our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations and have a material adverse effect on our business. |
• | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. |
Item 1. |
Business. |
• | Design: |
• | Make: front-end user experience to facilitate the ordering and procurement process for industrial-grade parts. Users also have access to a set of features that shows exactly where their part is in the production process, enhancing visibility into production and order status. |
• | Move: |
1 |
Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer. |
2 |
NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated: |
• | Expertise gap in Industry 4.0: |
• | Consumerization of B2B: On-demand fulfillment is now expected by customers and new, digital-driven ways of working have been accelerated by the COVID-19 pandemic. |
• | More agile and sustainable supply chains: |
• | Instead of centralized mega-factories, Fast Radius will be building localized microfactories, enabling a more distributed manufacturing footprint which allows for products be produced closer to the point of consumption. |
• | Instead of slow-moving, carbon intensive supply chains, Fast Radius will allow customers to move parts “at the speed of light” by shipping digital part files across the internet and producing them in a local microfactory. |
• | Instead of physical inventory, the Fast Radius Virtual Warehouse enables a new paradigm of digital inventory where part designs and manufacturing instructions are stored in the Virtual Warehouse and will be produced on-demand when and where they are needed. |
• | Instead of sub-scale operators struggling to embrace Industry 4.0 innovations, the Fast Radius Cloud Manufacturing Platform embraces the new tools of Industry 4.0 to enable a modern, software-driven end-to-end |
3 |
Census Bureau, 2017 Statistics of U.S. Businesses Annual Data Tables by Establishment Industry: https://www.census.gov/data/tables/2017/econ/susb/2017-susb-annual.html; U.S. Census Bureau, 2017 County Business Patterns and Economic Census: https://www2.census.gov/programs-surveys/susb/tables/2017/us_state_naics_detailedsizes_2017.xlsx. |
• | Infrastructure: |
• | Digital Thread and Learning Engine: |
• | Operating System: end-to-end |
• | Applications & Services: On-Demand, (2) Fast Radius Additive Launch, and (3) Fast Radius Virtual Warehouse. |
• | Fast Radius On-Demand: on-demand parts. The On-Demand application is built for production, not just prototyping, allowing customers to scale to high-volume production on the platform. |
• | Fast Radius Additive Launch: |
• | Fast Radius Virtual Warehouse: |
• | Existing customer expansion |
• | New customer acquisition |
• | Manufacturing capability expansion |
• | Geographic expansion |
• | Continued development of our apps and services ecosystem |
• | Opportunistic acquisitions to accelerate capability and geographic expansion |
• | Digital Marketing. on-board them to our Cloud Manufacturing Platform. |
• | Inside Sales. |
• | Business Development. |
• | Access. |
• | Speed. |
• | Elasticity. scale-up with their demand. The platform can produce a few parts or a few thousand parts, with carbon-friendly digital warehouses, rather than wasteful physical storage, and on-demand human expertise when customers need it, rather than constant hiring. |
• | Knowledge. |
• | Global Reach. |
• | Cost Advantage. |
• | Reduced Transportation Emissions. on-demand microfactory model enables on-shore production, cutting off significant amounts of transportation emissions. |
• | Reduced Energy Consumption. on-demand part production enables reduction in inventory and cuts the emissions generated by the warehousing. |
• | Reduced Material Waste. |
• | Proprietary technology. |
• | Operations advantage. end-to-end |
• | Systems integration and scale advantage. |
• | Network effects. |
• | High switching costs. |
• | Software applications that provide our customers with a modern software experience and the ability to access our cloud manufacturing infrastructure; |
• | Data science and engineering that gathers data across our operations and connects our factories and supply chain in order to drive highly informed data driven decisions and operations; |
• | Data analysis and machine learning technologies that analyze manufacturing data and information to optimize our factory operations and provide customers with insights and expertise; |
• | Factory technologies including factory software and automation, metrology and quality systems, and computer vision; |
• | Digital design, including software tools that streamline and optimize design of mechanical components; and |
• | Integration with other third-party software and computing infrastructure which can further expand the capabilities of the cloud platform (for example, connectivity with data science and engineering software tools). |
• | Competitive Pay and Benefits |
• | Health and Safety COVID-19 pandemic and related mitigation measures, we implemented changes in our business in 2020 in an effort to better protect our employees and customers, and to support appropriate health and safety protocols. For example, we implemented extensive cleaning and sanitation processes for both production and office administration spaces and implemented broad work-from-home initiatives for employees in our administrative functions. While our essential workers (manufacturing employees) have continued to work at our facilities and provide services to our customers, most employees in our administrative functions have effectively worked remotely since March 2020. We continually evaluate our COVID-19 safety protocols and will adjust our remote work and other policies over time. |
• | Recruitment, Training and Development instructor-led and on-the-job |
Location | ~Size (sq. ft.) |
Lease Expiration |
Purpose | |||
Chicago, IL (Main) | 17,500 | Month-to-Month |
Headquarters, Innovation Center, and Microfactories | |||
Chicago, IL | 50,000 | February 2026 | Microfactories | |||
Chicago, IL | 30,000 | August 2023 | Sales & Operations | |||
Louisville, KY | 3,000 | December 2022 | Microfactory located on UPS’s Worldport facility | |||
Atlanta, GA | 2,000 | February 2023 | Sales & Operations | |||
Singapore | 500 | May 2022 | Operations |
• | Our platform was designed from the beginning to support production at scale up to 100,000 units. We also serve companies in the prototyping and end-of-life |
• | Our Cloud Manufacturing Platform is designed for applications and services to be built on top of it. Some competitors offer on-demand manufacturing, but our platform offers a growing suite of applications, including Fast Radius On-Demand, Fast Radius Additive Launch, and Fast Radius Virtual Warehouse. We and third-party developers plan to continue expanding this library of software applications and manufacturing services, creating a unique ecosystem built on a foundation of proprietary data. |
• | Our Cloud Manufacturing Platform includes applications that leverage data collected from our factories. These applications provide users with feedback and information about how to design their parts and configure their orders for best results and lowest cost. We believe most competitors cannot capture the same level of data fidelity since they do not manufacture the parts themselves (e.g., digital brokerages) or they do not have the Industry 4.0 factory infrastructure (e.g. sub-scale, fragmented machine shops). |
• | Our Cloud Manufacturing Platform provides an end-to-end |
• | The Fast Radius platform covers the entire product lifecycle, allowing users to monitor where these parts are during production and fulfillment. |
• | We operate our factories using our own manufacturing execution software, which allows us to monitor and control factory operations in real time. |
• | We have a quality system for internal production that is very capable and that can satisfy customer requirements across multiple industries. The quality system for our suppliers is rigorous and scalable. |
Item 1A. |
Risk Factors. |
• | the degree of market acceptance of our Cloud Manufacturing Platform and related solutions; |
• | our ability to compete with competitors and new entrants into our markets; |
• | changes in our pricing policies or those of our competitors, including our response to price competition; |
• | the effectiveness of our securing new orders and fulfilling existing orders; |
• | the adoption and capital expenditure cycles of our customers’ sales cycle, and seasonality among our customers; |
• | the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers, and operations; |
• | the mix of products that we sell and the cost of manufacturing during any period; |
• | the cost to acquire new customers through our various customer acquisition channels, including digital marketing, inside sales, and business development; |
• | the financial position of our customers; |
• | the retention rates and average revenue and gross margins of existing and new customers; |
• | the timing of our sales and deliveries of products to customers; |
• | changes in the amount that we spend to develop and manufacture new solutions or technologies; |
• | timing of expenditures to develop and bring to market new or enhanced solutions and the generation of revenue from those solutions; |
• | changes in the cost of satisfying our warranty obligations and servicing products; |
• | litigation-related expenses and/or liabilities; |
• | the effectiveness of our internal controls and ability to remediate the material weaknesses in our internal control over financial reporting; |
• | unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses; |
• | our ability to collect against our accounts receivables balances from our customers in a timely manner, or at all; |
• | disruptions to our internal and third-party supplier facilities and processes; |
• | disruptions to our information technology systems or our third-party suppliers; |
• | disruptions to our global supply chain, including raw materials availability; |
• | the geographic distribution of our sales; |
• | general economic and industry conditions that affect customer demand; and |
• | changes in accounting rules and tax laws. |
• | predict future customer demand; |
• | develop cost effective new solutions and technologies that address the increasingly complex needs of prospective customers; |
• | enhance our existing solutions and technologies; |
• | respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis; |
• | adequately protect our intellectual property as we develop new solutions and technologies; |
• | identify the appropriate technology or solutions to which to devote our resources; or |
• | ensure the availability of cash resources to fund research and development. |
• | misalignment between the solutions and customer needs; |
• | length of sales cycles; |
• | insufficient solution innovation; |
• | solution quality and performance issues; |
• | insufficient resources or qualified personnel to develop the solution; |
• | failure of the solution to perform in accordance with the customer’s expectations and industry standards; |
• | inability to procure parts of adequate quality needed to build a product on commercially acceptable terms, or at all; |
• | insufficient labor or process stability to build the product to required specifications; |
• | ineffective distribution, sales, and marketing; |
• | delay in obtaining any required regulatory approvals; |
• | the impact of the COVID-19 pandemic on production and demand for our solutions; |
• | unexpected production costs and delays; or |
• | release of competitive solutions. |
• | If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and |
may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced; |
• | Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete, and expensive, causing our costs to exceed cost projections and associated revenues; |
• | Manufacturing processes typically involve large machinery, fuels, and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities; |
• | As our manufacturing operations expand, we expect that a portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a factory owned by us. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal, and social environment in the host county; |
• | We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations; |
• | As our manufacturing operations scale, so will our dependence on skilled labor at both in-house and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and |
• | With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal, and social environment and could cause our costs to exceed production and associated revenues. |
• | diversion of management’s attention from existing operations; |
• | unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies; |
• | difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, solutions, and services which may lead to failure to achieve the expected benefits on a timely basis or at all; |
• | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
• | inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; |
• | the difficulty of incorporating acquired technology and rights into our solutions and solution portfolio and of maintaining quality and security standards consistent with our brand; |
• | ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration; |
• | inability to generate sufficient revenue to offset acquisition and/or investment costs; |
• | negative impact to our results of operations because of the amortization and depreciation of amounts related to acquired intangible assets and fixed assets; |
• | requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated; |
• | the loss of acquired unearned revenue and unbilled unearned revenue; |
• | recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period; |
• | use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition; |
• | potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers; |
• | tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities; |
• | the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and |
• | currency and regulatory risks associated with conducting operations in foreign countries. |
• | the size, complexity and duration of the products being manufactured; |
• | changes in delivery schedules; and |
• | the cancellation or delay of a contract or purchase order. |
• | our operations are disrupted or shut down; |
• | our confidential, proprietary information is stolen or disclosed; |
• | we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; or |
• | we must dedicate significant resources to system repairs or increase cyber security protection. |
• | unexpected increases in manufacturing and repair costs; |
• | inability to control the quality and reliability of products or materials; |
• | inability to control delivery schedules; |
• | potential liability for expenses incurred by third-party suppliers in reliance on our forecasts that later prove to be inaccurate; |
• | potential lack of adequate capacity to manufacture all or a part of the products we require; |
• | potential labor unrest affecting the ability of the third-party suppliers to produce our products; and |
• | unexpected component or process obsolescence making key components unavailable. |
• | potential shortages of some key components; |
• | product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; |
• | discontinuation of a product or certain materials on which we rely; |
• | potential insolvency of these vendors; and |
• | reduced control over delivery schedules, manufacturing capabilities, quality, and costs. |
• | difficulties in staffing and managing foreign operations; |
• | limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties; |
• | potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable; |
• | costs and difficulties of customizing products for foreign countries; |
• | challenges in providing solutions across a significant distance, in different languages and among different cultures; |
• | laws and business practices favoring local competition; |
• | being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties, and regulations, including local labor laws; |
• | strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation; |
• | uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union; |
• | compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act; |
• | tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; |
• | operating in countries with a higher incidence of corruption and fraudulent business practices; |
• | changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices, and data privacy concerns; |
• | failure by our distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions; |
• | potential adverse tax consequences arising from global operations; |
• | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally; |
• | rapid changes in government, economic and political policies, and conditions; and |
• | political or civil unrest or instability, terrorism, war or epidemics and other similar outbreaks or events. |
• | require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted; |
• | require certification and disclosure of cost and pricing data in connection with certain contract negotiations; |
• | impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; |
• | may require certain products that the U.S. government purchases to be manufactured in the U.S. and other relatively high-cost manufacturing locations under Buy American Act or other regulations, and we may not manufacture all products in locations that meet these requirements, which may preclude our ability to sell some solutions or services; |
• | restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and |
• | impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor. |
• | be expensive and time consuming to defend; |
• | cause us to cease making, licensing, or using our Cloud Manufacturing Platform or solutions that incorporate the challenged intellectual property; |
• | require us to modify, redesign, reengineer or rebrand our Cloud Manufacturing Platform or solutions, if feasible; |
• | divert management’s attention and resources; or |
• | require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property. |
• | We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries, and complex transactions; and |
• | We did not design and maintain effective controls over segregation of duties for key financial processes and access within IT systems, which includes certain personnel having the ability to both prepare and post manual journal entries without an independent review by someone without the ability to prepare and post manual journal entries. |
• | Revenue was recorded incorrectly for transactions which we could not assert that collection from the customer was probable under the requirements of Accounting Standard Codification (“ASC”) 606. |
• | Software capitalization costs and the associated amortization were incorrectly calculated and recorded due to errors in tracking the time period when the design, development and testing of the software occurs and is therefore capitalizable under ASC 350-40. |
• | We incorrectly accrued certain transaction costs twice. |
• | Certain transaction-related fees that were paid were incorrectly classified as operating cash flows on the condensed consolidated statement of cash flows. |
• | engaging a third party to assist with the development of a Sarbanes-Oxley program; |
• | hiring additional competent and qualified accounting and reporting personnel with appropriate knowledge and experience of GAAP and SEC financial reporting requirements; |
• | establishing and designing internal financial reporting structures and authorizing certain departments or capable and responsible persons to be in charge of the overall financial management and financial objectives of the Company; |
• | establishing an ongoing program to provide sufficient additional training to our accounting staff, especially training related to GAAP and SEC financial reporting requirements; |
• | designing and preparing accounting policies in accordance with relevant rules, especially in relation to complex and major transactions; and |
• | updating our policies and procedures to address segregation of duties for key financial processes. |
• | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act; |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis); |
• | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved, and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
• | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
• | conditions that impact demand for our products and/or services; |
• | future announcements concerning our business, our clients’ businesses or our competitors’ businesses; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”); |
• | the size of our public float; |
• | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
• | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | changes in laws or regulations which adversely affect our industry or us; |
• | privacy and data protection laws, privacy or data breaches, or the loss of data; |
• | changes in accounting standards, policies, guidance, interpretations or principles; |
• | changes in senior management or key personnel; |
• | the restatement of our financial statements; |
• | issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
• | changes in our dividend policy; |
• | adverse resolution of new or pending litigation against us; and |
• | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
• | a limited availability of market quotations for our securities; |
• | a determination that the common stock is a “penny stock” which will require brokers trading in its common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the common stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause; |
• | limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; |
• | a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; |
• | a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
• | the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and |
• | advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Location |
~Size (sq. ft.) |
Lease Expiration |
Purpose | |||||
Chicago, IL (Main) |
17,500 | Month-to-Month |
Headquarters, Innovation Center, and Microfactories | |||||
Chicago, IL |
50,000 | February 2026 | Microfactories | |||||
Chicago, IL |
30,000 | August 2023 | Sales & Operations | |||||
Louisville, KY |
3,000 | December 2022 | Microfactory located on UPS’s Worldport facility | |||||
Atlanta, GA |
2,000 | February 2023 | Sales & Operations | |||||
Singapore |
500 | May 2022 | Operations |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
Selected Financial Data. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | 73,041,156 shares of common stock; |
• | 9,580,413 shares of common stock issuable upon exercise of Exchanged Options and Exchanged RSUs; |
• | 1,615,858 shares of common stock issuable upon settlement of fully vested RSUs; |
• | 8,625,000 Public Warrants; and |
• | 6,891,667 Private Placement Warrants. |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Consolidated Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age* |
Position | ||||
Executive Officers |
||||||
48 | Chief Executive Officer, Chairperson & Director | |||||
52 | Chief Financial Officer | |||||
Pat McCusker |
44 | Chief Operating Officer | ||||
Non-Employee Directors |
||||||
Matthew Flanigan(1)(3) |
60 | Director | ||||
66 | Director | |||||
Matthew Maloney(2)(3) |
46 | Director | ||||
48 | Director | |||||
Nick Solaro(1)(2) |
40 | Lead Independent Director | ||||
Betsy Ziegler(1)(2)(3) |
50 | Director |
* | As of March 31, 2022. |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
• | Class I directors are Tyler Reeder and Nick Solaro, whose terms of office will expire at our annual meeting of stockholders to be held in 2023; |
• | Class II directors are Matthew Maloney and Betsy Ziegler, whose terms of office will expire at our annual meeting of stockholders to be held in 2024; and |
• | Class III directors are Lou Rassey, Matthew Flanigan and Steven Koch, whose terms of office will expire at our annual meeting of stockholders to be held in 2025. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; |
• | discussing with the independent registered public accounting firm of the Company its independence from management; |
• | reviewing, with the independent registered public accounting firm of the Company the scope and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by the independent registered public accounting firm of the Company; |
• | overseeing the financial reporting process and discussing with management and the independent registered public accounting firm of the Combined Company the quarterly and annual financial statements that the Company files with the SEC; |
• | overseeing the Company’s financial and accounting controls and compliance with legal and regulatory requirements; |
• | reviewing the Company’s policies on risk assessment and risk management; |
• | reviewing related person transactions; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving (either alone or, if directed by our board of directors, in conjunction with a |
majority of the independent members of our board of directors), the compensation of the Chief Executive Officer of the Company; |
• | overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of the other executive officers of our board of directors; |
• | reviewing and approving or making recommendations to our board of directors regarding the incentive compensation and equity-based plans, policies and programs of our board of directors; |
• | reviewing and approving all employment agreement and severance arrangements for the executive officers of the Company; |
• | making recommendations to our board of directors regarding the compensation of the members of our board of directors; and |
• | retaining and overseeing. |
• | identifying individuals qualified to become members of the Company’s board of directors, consistent with criteria approved by the Company’s board of directors; |
• | overseeing succession planning for the Chief Executive Officer and other executive officers of the Company; |
• | periodically reviewing the Company board of directors’ leadership structure and recommending any proposed changes to the Company’s board of directors; |
• | overseeing an annual evaluation of the effectiveness of the Company’s board of directors and its committees; and |
• | developing and recommending to the Company’s board of directors a set of corporate governance guidelines. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s common stock; |
• | each of the Company’s named executive officers and directors; and |
• | all of the Company’s executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares |
Percentage of Common Stock Outstanding |
||||||
5% or Greater Stockholders: |
||||||||
Entities affiliated with Drive(2) |
13,836,851 | 18.94 | % | |||||
ENNV Holdings, LLC and its affiliates(3) |
9,895,461 | 13.55 | % | |||||
Entities affiliated with Energize Ventures(4) |
4,961,315 | 6.79 | % | |||||
United Parcel Service General Services Co.(5) |
13,897,447 | 19.03 | % | |||||
Executive Officers and Directors: |
||||||||
Lou Rassey(6) |
9,896,157 | 13.21 | % | |||||
— | — | |||||||
Pat McCusker(7) |
2,122,207 | 2.88 | % | |||||
John Nanry(8) |
1,693,296 | 2.31 | % | |||||
— | — | |||||||
Steven Koch(9) |
136,151 | 0.19 | % | |||||
— | — | |||||||
— | — | |||||||
— | — | |||||||
Betsy Ziegler |
— | — | ||||||
|
|
|
|
|||||
All current directors and executive officers as a group (10 persons) |
13,847,811 | 18.59 | % | |||||
|
|
|
|
* | Less than one percent. |
(1) | Unless otherwise indicated, the business address of each of the directors and executive officers of the Company is c/o Fast Radius, Inc., 113 N. May St., Chicago, IL 60607. |
(2) | Consists of (a) 7,308,432 shares of common stock held by Drive Capital Fund II, L.P. (“ DC Fund II ”), (b) 6,302,629 shares of common stock held by Drive Capital Fund II (TE), L.P. (“DC Fund II (TE )”) and (c) 225,790 shares of common stock held by Drive Capital Ignition Fund II (collectively with DC Fund II and DC Fund II (TE), “Fund II ”). Drive Capital Fund II (GP), LLC (“GP II LLC ”) serves as the general partner of Fund II. As the sole member of the investment committee of GP II LLC, Christopher Olsen controls decisions regarding the disposition of the shares held by Fund II. As the sole managing member of Drive Capital, LLC, which serves as the manager of GP II LLC, Christopher Olsen controls decisions regarding the voting of the shares held by Fund II. Nick Solaro, who is a member
of the board of directors of Fast Radius, Inc., is a member of GP II LLC, but does not exercise voting or dispositive power over, and disclaims beneficial ownership of, the shares held by Fund II. The business address of Fund II is c/o Drive Capital, 629 N. High St., Columbus, OH 43215. |
(3) | Consists of (a) 8,140,000 shares of common stock resulting out of the conversion of Founder Shares at the Closing of the Business Combination, (b) 1,000,000 PIPE Shares and (ii) 755,461 shares of common stock held by Energy Capital Partners Holdings, LP, an affiliate of the Sponsor, resulting out of the conversion of the ECP Notes (as defined below) at the Closing of the Business Combination. The shares reported above are held in the name of the Sponsor. ENNV GP, LLC is the managing member of the Sponsor. ECP ControlCo, LLC (“ ECP ControlCo ”) is the managing member of ENNV GP, LLC and the general partner of Energy Capital Partners Holdings, LP. Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D’Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned
by ECP ControlCo. As such, Messrs. Kimmelman, Singer, Labbat, Reeder and D’Argenio disclaim any beneficial ownership of the shares beneficially owned by ECP ControlCo except to the extent of their indirect pecuniary interest in such shares. |
(4) | Consists of (a) 777,205 shares of common stock held by Energize Growth Fund I LP (“ EGF ”), (b) 3,897,772 shares of common stock held by Energize Ventures Fund LP (“EVF ”) and (c) 286,338 shares of common stock held by EV FR SPV LLC (“FR SPV ” and collectively with EGF and EVF, the “Energize Funds ”). John Tough is the Managing Partner of EVF and has sole voting and investment power over the shares held |
by EVF and as such may be deemed to be the beneficial owner of such shares. Mr. Tough disclaims any beneficial ownership of the shares held by EVF. Energize Growth I GP LLC (“ Growth GP ”) is the general partner of EGF and Energize Ventures GP LLC (“Ventures GP ”) is the manager of FR SPV. John Tough is the Managing Partner of Growth GP and Ventures GP and has sole voting and investment power over the shares held by the Energize Funds. As such, Mr. Tough may be deemed to be the beneficial owner of such shares. The business address of the Energize Funds is c/o Energize Ventures, 1 South Wacker Drive, Suite 1620, Chicago, IL 60606. |
(5) | Consists of (a) 1,000,000 PIPE Shares and (b) 12,897,447 shares of common stock. This entity is ultimately controlled by United Parcel Service, Inc., a public company incorporated in Delaware. The business address of this entity is c/o United Parcel Service, 55 Glenlake Parkway NE, Atlanta, GA 30328. |
(6) | Consists of (a) 6,895,883 shares of Common Stock held directly by Mr. Rassey, (b) 213,253 shares of common stock held by Two Roads Group, LLC, which Mr. Rassey controls, (c) 904,652 shares of common stock held by family trusts, which are controlled by Mr. Rassey’s brother, Robert Rassey, as the sole trustee, consisting of (i) 226,163 shares of common stock held by TRF I Trust, (ii) 226,163 shares of common stock held by TRF II Trust, (iii) 226,163 shares of Common Stock held by TRF III Trust, and (iv) 226,163 shares of common stock held by TRF IV Trust, (d) 1,767,069 shares of common stock subject to vested options and restricted stock units and (e) 115,300 shares of common stock subject to options exercisable within 60 days of March 31, 2022. Mr. Rassey may be deemed to beneficially own the reported securities held by Two Roads Group, LLC, TRF I Trust, TRF II Trust, TRF III
Trust and TRF IV Trust and disclaims beneficial ownership of such reported securities except to the extent of his pecuniary interest therein. |
(7) | Consists of (a) 1,538,223 shares of common stock held directly by Mr. McCusker, (b) 548,733 shares of common stock subject to vested options and restricted stock units and (c) 35,251 shares of common stock subject to options and restricted stock units that are exercisable or vest within 60 days of March 31, 2022. |
(8) | Consists of (a) 1,442,071 shares of common stock held directly by Mr. Nanry, (b) 241,446 shares of common stock subject to vested options and restricted stock units and (c) 9,779 shares of common stock subject to options and restricted stock units that are exercisable or vest within 60 days of March 31, 2022. |
(9) | Consists of 136,151 shares of common stock subject to options exercisable within 60 days of March 31, 2022, which are held by Mohawk Consultants, LLC, which Mr. Koch controls. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Name |
Shares of Series B Preferred Stock |
Total Purchase Price |
||||||
United Parcel Service General Services Co.(1) |
2,609,438 | $ | 35,201,331.86 | |||||
Drive Capital Fund II, L.P.(2) |
391,538 | $ | 5,281,854.17 | |||||
Drive Capital Fund II (TE), L.P.(2) |
337,654 | $ | 4,554,955.51 | |||||
Drive Capital Ignition Fund II(2) |
12,097 | $ | 163,178.93 | |||||
JCDP-4 LLC(3) |
111,193 | $ | 1,499,993.57 | |||||
Skydeck Holdings II LLC(4) |
111,193 | $ | 1,499,993.57 | |||||
Energize Ventures Fund LP(5) |
444,773 | $ | 5,999,987.77 | |||||
|
|
|
|
|||||
Total |
4,017,886 |
$ |
54,201,295.38 |
|||||
|
|
|
|
(1) | Michael Culloty was a member of the Legacy Fast Radius board of directors and is affiliated with United Parcel Service General Services Co. (“UPS”). On December 31, 2021, UPS held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
(2) | Nick Solaro was a member of the Legacy Fast Radius board of directors and is affiliated with Drive Capital Fund II, L.P., Drive Capital Fund II (TE), L.P. and Drive Capital Ignition Fund II (collectively, “Drive Capital”). On December 31, 2021, Drive Capital held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
(3) | On December 31, 2021, JCDP-4 LLC held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
(4) | Michael Polsky was a member of the Legacy Fast Radius board of directors and is affiliated with Skydeck Holdings II LLC (“Skydeck”) and Energize Ventures Fund LP (“Energize”). On December 31, 2021, Skydeck and Energize held more than 5% of Fast Radius’s outstanding capital stock. |
(5) | On December 31, 2021, entities affiliated with Energize held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
Name |
Aggregate Principal Amount |
|||
Energize Ventures Fund LP(1) |
$ | 1,000,000 | ||
Energize Growth Fund I LP(1) |
4,750,000 | |||
EV FR SPV LLC(1) |
1,750,000 | |||
|
|
|||
Total |
$ |
7,500,000 |
||
|
|
(1) | On December 31, 2021, entities affiliated with Energize held more than 5% of Legacy Fast Radius’s outstanding capital stock. |
Name |
Aggregate Principal Amount |
|||
Drive Capital Fund II, L.P.(1) |
$ | 1,584,570 | ||
Drive Capital Fund II (TE), L.P.(1) |
1,366,500 | |||
Drive Capital Ignition Fund II, L.P(1) |
48,930 | |||
|
|
|||
Total |
$ |
3,000,000 |
||
|
|
(1) | On December 31, 2021, entities affiliated with Drive Capital held more than 5% of Fast Radius’s outstanding capital stock. |
• | In 2016, Legacy Fast Radius entered into a commercial agreement with UPS (as amended, the “UPS Agreement”). Under the UPS Agreement, UPS agreed to exclusively promote Legacy Fast Radius in its sales and marketing efforts as UPS’s exclusive on-demand manufacturing partner. In exchange for the services, Legacy Fast Radius agreed to compensate UPS in the form of equity royalties or a quarterly cash payment equal to six percent (6%) of Legacy Fast Radius’ gross revenues up to an aggregate cumulative maximum of approximately $7.6 million. Under the UPS Agreement, Legacy Fast Radius may not enter into any commercial agreement with certain competitors of UPS to the extent UPS offers similar competitive services of such competitors in a given country. |
• | Legacy Fast Radius entered into a warehouse rental agreement with UPS in January 2015. Fast Radius leases space in a warehouse in Louisville, Kentucky that is used for printing equipment, supplies, packages, and shipping space. Legacy Fast Radius paid approximately $66,700 and $65,700 in lease payments to UPS for the years ended December 31, 2021 and 2020, respectively. |
• | Legacy Fast Radius entered into a sub-lease agreement with UPS in August 2018. Legacy Fast Radius sub-leases office space from UPS in Singapore. Legacy Fast Radius paid approximately $7,300 and $6,700 in lease payments to UPS for the years ended December 31, 2021 and 2020, respectively. |
• | Legacy Fast Radius entered into a shipping service agreement with UPS in 2016. Legacy Fast Radius receives pickup and delivery services in this arrangement. Legacy Fast Radius paid approximately |
$1,148,236 and $449,876 in fees to UPS for shipping services for the years ended December 31, 2021 and 2020, respectively. |
Item 14. |
Principal Accountant Fees and Services. |
Year Ended December 31, |
||||||||
2020 |
||||||||
Audit Fees (1) |
$ | 159,330 | $ | — | ||||
Audit-Related Fees (2) |
58,000 | — | ||||||
Tax Fees (3) |
7,725 | — | ||||||
All Other Fees (4) |
— | — | ||||||
|
|
|
|
|||||
Total |
$ | 225,055 | $ | — | ||||
|
|
|
|
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of Fast Radius’s year-end consolidated financial statements, reviews of the quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end consolidated financial statements and are not reported under “Audit Fees”. These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards, including permitted due diligence services related to a potential business combination or acquisition. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services. |
Item 15. |
Exhibits, Financial Statement Schedules. |
(a) | The following documents are filed as part of this Annual Report on Form 10-K: |
|||
(1) | Consolidated Financial Statements |
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date | |||||
31.1* |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
31.2* |
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
32.1‡ |
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
32.2‡ |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
101.INS |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |||||||||
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
# |
+ | Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
‡ | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
Item 16. |
Form 10K Summary |
FAST RADIUS, INC | ||||||
Date: April 15, 2022 | By: | /s/ Lou Rassey | ||||
Lou Rassey | ||||||
Chief Executive Officer, Chairperson and Director (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ Lou Rassey |
Chief Executive Officer, Chairperson and Director ( Principal Executive Officer |
April 15, 2022 | ||
/s/ Prithvi Gandhi |
Chief Financial Officer ( Principal Financial and Accounting Officer |
April 15, 2022 | ||
/s/ Matthew Flanigan |
Director | April 15, 2022 | ||
/s/ Steven Koch |
Director | April 15, 2022 | ||
/s/ Matthew Maloney |
Director | April 15, 2022 | ||
/s/ Tyler Reeder |
Director | April 15, 2022 | ||
/s/ Nick Solaro |
Lead Independent Director | April 15, 2022 | ||
Director | April 15, 2022 |
F-2 |
||||
Consolidated Financial Statements |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-7 |
||||
F-8 |
2021 |
2020 |
|||||||
ASSETS |
||||||||
Cash |
$ | i 82,234 | $ | i 24,980 | ||||
Prepaid expenses |
i 727,790 | — | ||||||
Total current assets |
i 810,024 | i 24,980 | ||||||
Deferred offering costs associated with the initial public offering |
— | i 369,379 | ||||||
Marketable securities held in Trust Account |
i 345,033,673 | — | ||||||
Prepaid expenses – non-current |
i 77,523 | — | ||||||
Total assets |
$ | i 345,921,220 | $ | i 394,359 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | i 81,235 | $ | i 100,187 | ||||
Working capital loans |
i 499,702 | — | ||||||
Franchise tax payable |
i 178,937 | — | ||||||
Accrued expenses |
i 3,409,293 | i 269,192 | ||||||
Total current liabilities |
i 4,169,167 | i 369,379 | ||||||
Derivative warrant liabilities |
i 10,497,866 | — | ||||||
Forward purchase agreement |
i 175,000 | — | ||||||
Deferred underwriting commission |
i 12,075,000 | — | ||||||
Total liabilities |
i 26,917,033 | i 369,379 | ||||||
Commitments and Contingencies (Note 5) |
i | i | ||||||
Class A common stock, $ i i 0.0001 /
par value, subject to possible redemption; i i 34,500,000 /
shares at $ i i 10.00 /
|
i 345,000,000 | — |
||||||
Stockholders’ (Deficit) Equity: |
||||||||
Preferred stock, $ i i 0.0001 /
par value; i i 1,000,000 / shares authorized; i i i i no / / / ne
issued |
i — | i — | ||||||
Class A common stock, $ i i 0.0001 /
par value, i i 100,000,000 /
shares authorized; - i i i i 0 / / / - |
i — | — | ||||||
Class B common stock, $ i i 0.0001 /
par value; i i 10,000,000 /
shares authorized; i i i i 8,625,000 / / /
shares issued and outstanding |
i 863 | i 863 | ||||||
Additional paid-in capital |
i — | i 24,137 | ||||||
Accumulated deficit |
( i 25,996,676 | ) | ( i 20 | ) | ||||
Total stockholders’ (deficit) equity |
( i 25,995,813 | ) | i 24,980 | |||||
Total liabilities and stockholders’ (deficit) equity |
$ | i 345,921,220 | $ | i 394,359 | ||||
For The Period From |
||||||||
General and administrative |
$ | i 4,975,594 | $ | i 20 | ||||
Franchise tax expense |
i 178,937 | i — | ||||||
Loss from operations |
( i 5,154,531 | ) | ( i 20 | ) | ||||
Other Income (Expense) |
||||||||
Offering costs allocated to derivative warrant liabilities |
( i 750,743 | ) | i — | |||||
Offering costs on Founder Shares issued to related party |
( i 1,249,759 | ) | i — | |||||
Interest and dividends earned on marketable securities held in Trust Account |
i 33,673 | i — | ||||||
Change in fair value of derivative warrant liabilities |
i 11,741,349 | i — | ||||||
Change in fair value of forward purchase agreement |
i 1,333,461 | i — | ||||||
Net income (loss) |
$ | i 5,953,450 | $ | ( i 20 | ) | |||
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted |
i 30,624,658 | i — | ||||||
Basic and diluted net earnings per share of redeemable common stock, Class A |
$ |
i 0.15 |
$ |
i 0.00 |
||||
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted |
i 8,498,630 | i 7,500,000 | ||||||
Basic and diluted net earnings per share of non-redeemable common stock, Class B |
$ |
i 0.15 |
$ |
i 0.00 |
||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ (Deficit) Equity |
|||||||||||||||||
Class B |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of January 1, 2021 |
i 8,625,000 |
$ |
i 863 |
$ |
i 24,137 |
$ ( i 20 |
) |
$ |
i 24,980 |
|||||||||||
Excess |
— | — | i 41,360 | — | i 41,360 | |||||||||||||||
Remeasurement |
— | — | ( i 65,497 | ) | ( i 31,950,106 | ) | ( i 32,015,603 | ) | ||||||||||||
Net incom e |
— | — | — | i 5,953,450 | i 5,953,450 | |||||||||||||||
Balance as of December 31, 2021 |
i 8,625,000 |
$ |
i 863 |
$ |
i — |
$ |
( i 25,996,676) |
$ |
( i 25,995,813) |
|||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Class B |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of October 29, 2020 (Inception) |
i — |
$ |
i — |
$ |
i — |
$ |
i — |
$ |
i — | |||||||||||
Issuance of common stock to Sponsor |
i 8,625,000 | i 863 | i 24,137 | i — | i 25,000 | |||||||||||||||
Net loss |
— | — | — | ( i 20 | ) | ( i 20 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2020 |
i 8,625,000 |
$ |
i 863 |
$ |
i 24,137 |
$ ( i 20) |
$ |
i 24,980 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
For The Year Ended 2021 |
For The Period From (Inception) Through |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net Income (Loss) |
$ | i 5,953,450 | $ | ( i 20 | ) | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities and forward purchase agreement |
( i 13,074,810 | ) | — | |||||
Interest and dividends earned on marketable securities held in Trust Account |
( i 33,673 | ) | — | |||||
Offering costs allocated to derivative warrant liabilities |
i 750,743 | — | ||||||
Offering costs on Founder Shares issued to related party |
i 1,249,759 | — | ||||||
General and administrative expenses paid by related party |
i 11,775 | — | ||||||
Amortization of prepaid expenses |
i 648,020 | — | ||||||
Changes in operating assets and liabilities |
||||||||
Prepaid expenses |
( i 1,371,316 | ) | — | |||||
Other assets |
( i 77,523 | ) | — | |||||
Accounts payable |
i 81,236 | — | ||||||
Franchise tax payable |
i 178,937 | — | ||||||
Accrued expenses |
i 3,393,530 | — | ||||||
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
( i 2,289,872 | ) | ( i 20 | ) | ||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
( i 345,000,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( i 345,000,000 | ) | — | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
— | i 25,000 | ||||||
Repayment of Sponsor loan |
( i 188,149 | ) | — | |||||
Working capital loan from related party |
i 499,702 | — | ||||||
Proceeds from Initial Public Offering, net of underwriters’ fees |
i 338,100,000 | — | ||||||
Proceeds from Private Placement Warrants |
i 9,400,000 | — | ||||||
Payment of other offering costs |
( i 464,427 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
i 347,347,126 | i 25,000 | ||||||
Net increase in cash |
i 57,254 | i 24,980 | ||||||
Cash—beginning of period |
i 24,980 | — | ||||||
|
|
|
|
|||||
Cash—end of period |
$ | i 82,234 | $ | i 24,980 | ||||
|
|
|
|
|||||
Supplemental disclosure of noncash financing activities: |
||||||||
Deferred underwriting fees payable |
$ | i 12,075,000 | $ | — | ||||
|
|
|
|
|||||
Offering costs included in accounts payable |
$ | — | $ | i 100,187 | ||||
|
|
|
|
|||||
Offering costs included in accrued expenses |
$ | i 15,763 | $ | i 269,192 | ||||
|
|
|
|
|||||
Offering costs paid through promissory note—related party |
$ | i 176,374 | $ | — | ||||
|
|
|
|
|||||
|
$ | i 369,379 | $ | — | ||||
|
|
|
|
Gross proceeds |
$ | i 345,000,000 | ||
Less: |
||||
Proceeds allocated to public warrants |
( i 12,880,575 | ) | ||
Deferred underwriting fees |
( i 12,075,000 | ) | ||
Other offering costs |
( i 7,060,028 | ) | ||
Plus: |
||||
Total remeasurement of carrying value to redemption value |
i 32,015,603 | |||
|
|
|||
Class A common stock subject to possible redemption |
$ |
i 345,000,000 |
||
|
|
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Numerator: Earnings allocable to Redeemable Class A Common Stock |
||||||||
Net Earnings allocable to Redeemable Class A Common Stock |
$ | i 4,660,201 | $ | i — | ||||
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock |
||||||||
Basic and diluted weighted average shares outstanding, Redeemable Class A |
i 30,624,658 | i — | ||||||
Basic and diluted net earnings per share, Redeemable Class A |
$ | i 0.15 | $ | i — | ||||
Non-Redeemable Class B Common Stock |
||||||||
Numerator: Net Income allocable to Non-Redeemable Net Earnings |
||||||||
Net Income allocable to Non-Redeemable Class B Common Stock |
$ | i 1,293,249 | $ | ( i 20 | ) | |||
Denominator: Weighted Average Non-Redeemable Class B Common Stock |
||||||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B |
i 8,498,630 | i 7,500,000 | ||||||
Basic and diluted net earnings per share, Non-Redeemable Class B |
$ | i 0.15 | $ | i 0.00 | ||||
• | in whole and not in part; |
• |
at a price of $0.01 per warrant; |
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• |
if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• | upon a minimum of i 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; and |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ i 10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders; and |
• | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Level |
Fair Value |
||||||||||
Marketable securities | 1 | $ | i 345,033,673 | |||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Derivative liabilities: |
||||||||||||||||
Public Warrants |
$ | i 6,080,185 | $ | — | $ | — | $ | i 6,080,185 | ||||||||
Private Placement Warrants |
— | i 4,417,681 | — | i 4,417,681 | ||||||||||||
Forward Purchase Agreement |
— | i — | i 175,000 | i 175,000 | ||||||||||||
Total liabilities |
$ | i 6,080,185 | $ | i 4,417,681 | $ | i 175,000 | $ | i 10,672,866 | ||||||||
Public Warrant Liability |
Private Warrant Liability |
Forward purchase Agreement |
Total |
|||||||||||||
Fair value, February 11, 2021 |
$ | i 12,880,575 | $ | i 9,358,640 | $ | i 1,508,461 | $ | i 23,747,676 | ||||||||
Recognized gain on change in fair value |
i 6,800,390 | i 4,940,959 | i 1,333,461 | i 13,074,810 | ||||||||||||
Fair value, December 31, 2021 |
$ | i 6,080,185 | $ | i 4,417,681 | $ | i 175,000 | $ | i 10,672,866 | ||||||||
At issuance |
As of December 31, 2021 |
|||||||
Exercise Price |
$ |
i 11.50 |
$ |
i 11.50 |
||||
Probability of merger closing |
i 70.00 |
% |
i 90.00 |
% | ||||
Valuation date price |
$ |
i 9.63 |
$ |
i 10.00 |
||||
Volatility |
i 24.64 |
% |
i 12.66 |
% | ||||
Expected time until merger (years) |
i 1.50 |
i 0.25 |
||||||
Effective expected warrant term (years) |
i 5.00 |
i 5.00 |
||||||
Risk-free rate |
i 0.46 |
% |
i 0.06 |
% |
Deferred tax assets |
||||
Organization costs |
$ |
i 696,819 |
||
Net Operating Loss Carryforward |
i 30,505 |
|||
Total deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . .. |
i 727,325 |
|||
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
( i 727,325 |
) | ||
Deferred tax asset, net of allowance |
$ |
i — |
||
Deferred expense (benefit) |
||||
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
$ |
( i 727,325 |
) | |
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
$ |
i 727,325 |
||
Total income expense (benefit) |
i — |
|||
Effective Tax Rate Reconciliation |
Rate |
|||
Pre-Tax Book Income |
i 21.00 |
% | ||
Permanent Items |
||||
Change in FMV of warrant liabilities |
( i 41.42 |
)% | ||
Non-deductible transaction costs |
i 4.41 | % | ||
Post-LOI merger costs |
i 5.85 |
% | ||
Offering costs allocated to derivative liabilities |
i 2.65 |
% |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/1/31 | ||||
12/15/23 | ||||
10/26/23 | ||||
2/11/23 | ||||
1/1/23 | ||||
10/26/22 | ||||
Filed on: | 4/15/22 | 4, S-8 | ||
4/1/22 | 8-K/A | |||
3/31/22 | 10-Q, 8-K/A | |||
3/30/22 | 8-K, 8-K/A, NT 10-K | |||
3/28/22 | ||||
2/10/22 | 8-K, SC 13G/A | |||
2/7/22 | 8-K | |||
2/4/22 | 25-NSE, 3, 4, 4/A, 8-K, 8-K/A | |||
2/2/22 | 8-K | |||
2/1/22 | 425, 8-K | |||
1/31/22 | 425, 8-K | |||
1/27/22 | ||||
1/25/22 | ||||
1/21/22 | 425, 8-K | |||
1/20/22 | 425, 8-K | |||
1/16/22 | ||||
1/13/22 | 424B3, 425, 8-K, EFFECT | |||
1/10/22 | S-4/A | |||
1/5/22 | ||||
For Period end: | 12/31/21 | NT 10-K | ||
12/27/21 | 425, 8-K, S-4/A | |||
12/26/21 | 8-K | |||
11/26/21 | S-4/A | |||
10/26/21 | ||||
9/30/21 | 10-Q, NT 10-Q, UPLOAD | |||
9/3/21 | S-4 | |||
8/24/21 | ||||
8/23/21 | ||||
8/20/21 | 10-Q | |||
7/30/21 | 8-K | |||
7/19/21 | 425, 8-K | |||
7/18/21 | ||||
6/30/21 | 10-Q, NT 10-Q | |||
6/24/21 | ||||
5/24/21 | 10-Q | |||
5/1/21 | ||||
4/13/21 | ||||
4/12/21 | ||||
4/1/21 | 8-K | |||
3/31/21 | 10-Q, NT 10-Q | |||
3/12/21 | ||||
2/19/21 | 8-K | |||
2/12/21 | 4, 8-K | |||
2/11/21 | 4, 8-K | |||
2/10/21 | 3, 424B4 | |||
2/9/21 | 3, CERT, EFFECT | |||
1/31/21 | ||||
1/28/21 | S-1/A | |||
1/26/21 | ||||
1/24/21 | ||||
1/15/21 | DRS, S-1 | |||
1/1/21 | ||||
12/31/20 | ||||
12/23/20 | DRS | |||
12/8/20 | ||||
10/29/20 | ||||
2/3/20 | ||||
2/2/20 | ||||
2/1/20 | ||||
1/31/20 | ||||
3/21/19 | ||||
6/10/18 | ||||
6/8/18 | ||||
12/31/17 | ||||
12/22/17 | ||||
6/23/16 | ||||
8/22/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/22 Fast Radius, Inc. S-1 107:21M Donnelley … Solutions/FA 7/18/22 Fast Radius, Inc. S-1/A 7/15/22 2:4.9M Donnelley … Solutions/FA 6/24/22 Fast Radius, Inc. S-1/A 100:20M Donnelley … Solutions/FA 6/03/22 Fast Radius, Inc. S-1/A 101:20M Donnelley … Solutions/FA 4/21/22 Fast Radius, Inc. S-1 109:24M Donnelley … Solutions/FA 4/15/22 Fast Radius, Inc. S-8 4/15/22 5:76K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/22 Fast Radius, Inc. 8-K:1,2,3,5 2/04/22 19:1.4M Donnelley … Solutions/FA 2/01/22 Fast Radius, Inc. 8-K:1,8,9 1/31/22 13:252K Donnelley … Solutions/FA 1/21/22 Fast Radius, Inc. 8-K:1,9 1/20/22 12:245K Donnelley … Solutions/FA 1/10/22 Fast Radius, Inc. S-4/A 1/07/22 61:22M Donnelley … Solutions/FA 12/27/21 Fast Radius, Inc. 8-K:1,9 12/26/21 12:285K Donnelley … Solutions/FA 11/26/21 Fast Radius, Inc. S-4/A 11/24/21 57:20M Donnelley … Solutions/FA 9/03/21 Fast Radius, Inc. S-4 54:19M Donnelley … Solutions/FA 7/19/21 Fast Radius, Inc. 8-K:1,3,7,9 7/19/21 10:13M ActiveDisclosure/FA 7/07/21 Heliogen, Inc. 8-K:1,3,7,9 7/06/21 11:7M EdgarAgents LLC/FA 3/22/21 Heliogen, Inc. 8-K:1,3,5,8 3/16/21 11:866K EdgarAgents LLC/FA 1/28/21 Fast Radius, Inc. S-1/A 9:2.5M ActiveDisclosure/FA 1/15/21 Fast Radius, Inc. S-1 9:2.3M ActiveDisclosure/FA |