Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264427
PROSPECTUS
Fast Radius, Inc.
Up to
83,205,293 Shares of Common Stock
Up to 6,891,667 Warrants
The selling securityholders named in this prospectus may offer and sell from time to time (i) up to 6,891,667 warrants to purchase shares of our common
stock, par value $0.0001 per share (Common Stock), consisting of (A) 6,266,667 warrants (the Private Placement Warrants) to purchase shares of Common Stock issued to ENNV Holdings, LLC (the
Sponsor) and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (GSAM) in a private placement that closed concurrently with our initial public offering (the
ENNV IPO or Initial Public Offering) on February 11, 2021 and (B) up to 625,000 warrants (the Forward Purchase Warrants, and together with the Private Placement Warrants, the
Warrants) issued at Closing (as defined below) to GSAM based on that certain Forward Purchase Agreement, dated as of January 24, 2021, by and between the Fast Radius, Inc. (formerly known as ECP Environmental Growth
Opportunities Corp. (the Company)), the Sponsor and GSAM (as amended, the Forward Purchase Agreement), and (ii) up to 83,205,293 shares of Common Stock consisting of:
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up to 8,625,000 shares of Common Stock issued at approximately $0.003 per share to the Sponsor and GSAM prior to
the ENNV IPO (the Founder Shares); |
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up to 6,266,667 shares of Common Stock that are issuable by us upon exercise of the Private Placement Warrants,
which Private Placement Warrants were originally purchased at a price of $1.50 per Private Placement Warrant (the Private Warrant Shares); |
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up to 625,000 shares of Common Stock that are issuable by us upon exercise of the Forward Purchase Warrants, which
Forward Purchase Warrants were purchased at a price of approximately $0.42 per Forward Purchase Warrant (the Forward Purchase Warrant Shares); |
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up to 8,624,972 shares (the Public Warrant Shares, and together with the Private Warrant Shares
and the Forward Purchase Warrant Shares, the Warrant Shares) of Common Stock that are issuable by us upon exercise of the public warrants (the Public Warrants) that were sold as part of the units in the ENNV IPO
and that were previously registered; |
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up to 125,000 shares (the Forward Purchase Shares) that were issued and sold under the Forward
Purchase Agreement to GSAM at a price of $10.00 per share; |
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up to 755,461 shares (the ECP Notes Shares) that were issued upon conversion of certain
convertible notes issued by Legacy Fast Radius (as defined below) to an affiliate of the Sponsor, which were issued pursuant to the Merger Agreement (as defined below) in connection with the Business Combination (as defined below) as merger
consideration at an acquiror share value of $10.00 per share; |
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up to 7,500,000 shares of Common Stock (the PIPE Shares) issued to certain investors (the
PIPE Investors) at a price of $10.00 per share in private placements that closed concurrently with the Business Combination; |
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up to 39,286,460 shares of outstanding Common Stock held by certain of our directors, officers and affiliates
(collectively, the Insider Shares), which were issued pursuant to the Merger Agreement in connection with the Business Combination as merger consideration at an acquiror share value of $10.00 per share; |
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up to 7,196,224 shares of Common Stock (the Control Earnout Shares), which our directors,
officers and affiliates have the contingent right to receive upon our stock achieving certain trading price milestones on or prior to February 4, 2027; |
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up to 2,661,465 shares of Common Stock issuable upon exercise of outstanding options (the
Options and the shares issuable upon exercise thereof, the Option Shares), which were assumed by the Company and converted into options for Common Stock in connection with the Business Combination and have an
average weighted exercise price of $0.70 per share; |
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up to 970,952 shares of Common Stock underlying nonvested RSUs (the Executive RSUs and the
shares subject to vesting thereunder, the RSU Shares) held by certain of our directors and officers that are subject to certain time-based vesting conditions, which were assumed by the Company and converted into RSUs for Common
Stock in connection with the Business Combination based on an acquiror share value of $10.00 per share; and |
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up to 568,092 shares of Common Stock underlying outstanding restricted stock awards (the Executive
RSAs and the shares subject to vesting thereunder, the RSA Shares held by certain of our directors and officers that are subject to certain time-based vesting conditions, which were assumed by the Company and converted
into restricted stock awards for Common Stock in connection with the Business Combination based on an acquiror share value of $10.00 per share. |
We refer to the Insider Shares, the Control Earnout Shares, the Option Shares, the RSU Shares and the RSA Shares, collectively, as the Control
Shares.
In connection with the Business Combination, holders of 31,512,573 shares of Common Stock, or 91.34% of the shares with redemption rights,
exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share, for an aggregate redemption amount of approximately $315.4 million. The shares of Common Stock being offered for resale pursuant to this
prospectus by the selling securityholders represent approximately 74.8% of shares outstanding on a fully diluted basis as of June 1, 2022. Given the substantial number of shares of Common Stock being registered for potential resale by selling
securityholders pursuant to this prospectus, the sale of shares by the selling securityholders, or the perception in the market that the selling securityholders of a large number of shares intend to sell shares, could increase the volatility of the
market price of our common stock or result in a significant decline in the public trading price of our Common Stock. Even if our trading price is significantly below $10.00, the offering price for the units offered in the ENNV IPO, certain of the
selling securityholders, including the Sponsor, may still have an incentive to sell shares of our Common Stock because they purchased the shares at prices lower than the public investors or the current trading price of our Common Stock. For example,
based on the closing price of our Common Stock of $0.63 as of July 21, 2022, the Sponsor and other holders of the Founder Shares would experience a potential profit of up to approximately $0.627 per share, or approximately $5,407,875.00 in the
aggregate. While the selling securityholders may experience a positive rate of return based on the trading price of the Companys securities, the public holders of the Companys securities may not experience a similar rate of return on the
securities they purchase due to differences in the applicable purchase price and trading price. See Risk FactorsCertain selling securityholders purchased securities in the Company at a price below the current trading price of such
securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.
We are registering the shares of Common Stock and Warrants for resale pursuant to the selling securityholders registration rights under certain agreements
between us and the selling securityholders. Our registration of the securities covered by this prospectus does not mean that the selling securityholders will offer or sell any of the shares of Common Stock or Warrants. The selling securityholders
may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of
Common Stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants or Options. We could receive up to an aggregate of approximately $178.4 million if all of the Warrants are exercised for cash. However, we will
only receive such proceeds if and when the Warrant holders exercise the Warrants. The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Common Stock and the spread between the
exercise price of the Warrant and the price of our Common Stock at the time of exercise. The exercise price of our Public Warrants and Private Placement Warrants is $11.50 per Warrant and the closing price of our Common Stock as of July 21,
2022, was $0.63. Accordingly, we believe that it is currently unlikely that Warrant holders will exercise their Warrants. The likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would
receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock remains less than $11.50 per share, we believe holders of our Public Warrants and Private Placement Warrants will be unlikely to exercise
their Warrants. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and we may receive no proceeds from the exercise of
the Warrants. To the extent that any of the Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease. We do not expect to rely on the cash exercise of Warrants to
fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this prospectus to continue to support our operations. See Fast Radius Managements
Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and
Capital Resources for additional information. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue
sky laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock or Warrants. See the section titled Plan of Distribution of this prospectus.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act),
and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Our Common Stock and Public Warrants are listed on The Nasdaq Stock Market LLC (NASDAQ) under the symbols FSRD and
FSRDW, respectively. On July 21, 2022, the last reported sales price of our Common Stock was $0.63 per share and the last reported sales price of our Public Warrants was $0.05 per Public Warrant.
Investing in our securities involves a high degree or risk. These risks are described in the section titled Risk Factors
beginning on page 9 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 22, 2022