ENNV merger with Fast Radius, Inc.
Fast Radius, Inc. — Radius, Inc.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $75M · unsourced
- Min-cash condition
- $100M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Fast Radius, Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Radius, Inc. Fast Radius, Inc. is a leading cloud manufacturing and digital supply chain company. The Fast Radius Cloud Manufacturing Platform provides software applications and manufacturing solutions that help engineers design, make, and fulfill commercial-grade parts, when and where they are needed. This enables companies to manufacture and ship parts easily, flexibly, and sustainably. Founded in 2017, Fast Radius, Inc. is headquartered in Chicago with offices in Atlanta, Louisville, and Singapore and microfactories in Chicago and at the UPS Worldport facility in Louisville, KY. To learn more about Fast Radius and how its digital manufacturing capabilities are helping companies, please visit www.fastradius.com or connect with us on LinkedIn at www.linkedin.com/company/fast-radius/ or Twitter @fastradius. Non-GAAP Financial Measures This press release and the accompanying tables contain financial measures that are not calculated in accordance with U.S. GAAP. The non-GAAP financial measures include EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted EBITDA. Adjusted EBITDA excludes special items. Special items are excluded because they are highly variable or unusual, and of a size that may substantially affect Fast Radius’ reported operations for a period. For the quarter and six months ended June 30, 2022, special items include the change in fair value of warrant liabilities, the change in fair value of derivative liabilities, a common stock commitment fee, restructuring costs and transaction costs. These items are excluded because they are highly variable or unusual and of a size that may substantially impact Fast Radius’ reported operations for a period. Additionally, stock-based compensation expense is excluded as a special item to
Founded 2017.
Fast Radius, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.