Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Fast Radius, Inc. | |
Entity Central Index Key | 0001832351 | |
Entity Tax Identification Number | 85-3692788 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40032 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 113 N. May Street | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60607 | |
City Area Code | 312 | |
Local Phone Number | 319-1060 | |
Entity Common Stock, Shares Outstanding | 75,637,731 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | FSRD | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | FSRDW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 37,864 | $ 8,702 |
Accounts receivable, net of allowances for doubtful accounts of $1,499 and $930, respectively | 7,753 | 7,015 |
Inventories | 555 | 449 |
Prepaid production costs | 965 | 987 |
Prepaid expenses and other current assets | 7,323 | 4,422 |
Total current assets | 54,460 | 21,575 |
Non-current assets: | ||
Property and equipment, net | 11,523 | 9,528 |
Other non-current assets | 3,346 | 535 |
Total assets | 69,329 | 31,638 |
Current liabilities | ||
Accounts payable | 6,292 | 3,987 |
Accrued compensation | 2,833 | 3,097 |
Accrued and other liabilities | 12,614 | 11,610 |
Advances from customers | 175 | 258 |
Accrued liabilities - related parties | 3,350 | 2,513 |
Warrant liability | 0 | 2,968 |
Current portion of term loans | 23,071 | 13,266 |
Total current liabilities | 48,335 | 37,699 |
Other long-term liabilities | 53 | 396 |
Warrant liability | 1,175 | 0 |
Term loans - net of current portion and debt issuance costs | 5,649 | 16,776 |
Related party convertible notes and derivative liability | 0 | 16,857 |
Total liabilities | 55,212 | 71,728 |
Commitment and contingencies (Note 6) | ||
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value, authorized 350,000,000 shares; issued 75,535,463 and 39,656,951 shares as of June 30, 2022 and December 31, 2021, respectively | 8 | 4 |
Additional paid-in capital | 229,230 | 83,399 |
Accumulated Deficit | (215,121) | (123,493) |
Total stockholders' equity (deficit) | 14,117 | (40,090) |
Total liabilities and stockholders' equity (deficit) | $ 69,329 | $ 31,638 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 1,499 | $ 930 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 75,535,463 | 39,656,951 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 7,275,000 | $ 4,867,000 | $ 13,537,000 | $ 8,663,000 |
Cost of revenues | 7,015,000 | 4,062,000 | 12,644,000 | 7,028,000 |
Gross Profit | 260,000 | 805,000 | 893,000 | 1,635,000 |
Operating expenses | ||||
Sales and marketing | 5,877,000 | 5,283,000 | 12,213,000 | 8,752,000 |
General and administrative | 14,717,000 | 8,783,000 | 52,942,000 | 16,495,000 |
Research and development | 1,897,000 | 1,541,000 | 5,229,000 | 2,687,000 |
Total operating expenses | 22,491,000 | 15,607,000 | 70,384,000 | 27,934,000 |
Loss from Operations | (22,231,000) | (14,802,000) | (69,491,000) | (26,299,000) |
Change in fair value of warrants | 1,326,000 | 201,000 | 6,621,000 | (1,052,000) |
Change in fair value of derivatives | 0 | 6,000 | 30,000 | 6,000 |
Interest income and other income (expense), net | 31,000 | (6,000) | 30,000 | 3,000 |
Interest expense, including amortization of debt issuance costs | (1,313,000) | (504,000) | (3,977,000) | (549,000) |
Loss before income taxes | (22,187,000) | (15,105,000) | (66,787,000) | (27,891,000) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (22,187,000) | $ (15,105,000) | $ (66,787,000) | $ (27,891,000) |
Net loss per share | ||||
Basic and Diluted | $ (0.29) | $ (0.36) | $ (0.97) | $ (0.68) |
Weighted average shares outstanding: | ||||
Basic and Diluted | 75,635,501 | 41,586,759 | 69,082,330 | 41,165,974 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported | Previously Reported Convertible Preferred Equity | Adjustments | Adjustments Convertible Preferred Equity | Common Stock | Common Stock Previously Reported | Common Stock Adjustments | Treasury Stock Previously Reported | Treasury Stock Adjustments | APIC | APIC Previously Reported | APIC Adjustments | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Deficit Adjustments |
Beginning balance at Dec. 31, 2020 | $ 74,290 | $ (74,290) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 16,023 | (16,023) | ||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 22,405 | $ (51,885) | $ 74,290 | $ 4 | $ 4 | $ (221) | $ 221 | $ 78,010 | $ 3,724 | $ 74,286 | $ (55,609) | $ (55,388) | $ (221) | |||
Beginning balance, Shares at Dec. 31, 2020 | 38,655 | 3,428 | 35,227 | (650) | 650 | |||||||||||
Net loss | (12,786) | (12,786) | ||||||||||||||
Exercise of stock options and release of notes' recourse provision | 9 | 9 | ||||||||||||||
Exercise of stock options and release of notes' recourse provision, Shares | 1,002 | |||||||||||||||
Stock-based compensation | 254 | 254 | ||||||||||||||
Ending balance at Mar. 31, 2021 | 9,882 | $ 4 | 78,273 | (68,395) | ||||||||||||
Ending balance, Shares at Mar. 31, 2021 | 39,657 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 74,290 | $ (74,290) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 16,023 | (16,023) | ||||||||||||||
Beginning balance at Dec. 31, 2020 | 22,405 | (51,885) | 74,290 | $ 4 | $ 4 | $ (221) | $ 221 | 78,010 | 3,724 | 74,286 | (55,609) | (55,388) | (221) | |||
Beginning balance, Shares at Dec. 31, 2020 | 38,655 | 3,428 | 35,227 | (650) | 650 | |||||||||||
Net loss | (27,891) | |||||||||||||||
Ending balance at Jun. 30, 2021 | (2,808) | $ 4 | 80,688 | (83,500) | ||||||||||||
Ending balance, Shares at Jun. 30, 2021 | 39,704 | |||||||||||||||
Beginning balance at Mar. 31, 2021 | 9,882 | $ 4 | 78,273 | (68,395) | ||||||||||||
Beginning balance, Shares at Mar. 31, 2021 | 39,657 | |||||||||||||||
Net loss | (15,105) | (15,105) | ||||||||||||||
Exercise of stock options and release of notes' recourse provision | 7 | 7 | ||||||||||||||
Exercise of stock options and release of notes' recourse provision, Shares | 47 | |||||||||||||||
Issuance of equity warrants to related party | 2,201 | 2,201 | ||||||||||||||
Stock-based compensation | 207 | 207 | ||||||||||||||
Ending balance at Jun. 30, 2021 | (2,808) | $ 4 | 80,688 | (83,500) | ||||||||||||
Ending balance, Shares at Jun. 30, 2021 | 39,704 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 74,290 | $ (74,290) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 16,023 | (16,023) | ||||||||||||||
Beginning balance at Dec. 31, 2021 | (40,090) | (114,380) | 74,290 | $ 4 | $ 4 | $ (221) | $ 221 | 83,399 | 9,113 | 74,286 | (123,493) | (123,272) | (221) | |||
Beginning balance, Shares at Dec. 31, 2021 | 399,130 | 4,040 | 35,873 | (650) | 650 | |||||||||||
Net loss | (44,600) | (44,600) | ||||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs | 3,030 | $ 1 | 3,029 | |||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs, Shares | 11,737 | |||||||||||||||
Issuance of common stock pursuant to PIPE investment | 75,000 | $ 1 | 74,999 | |||||||||||||
Issuance of common stock pursuant to PIPE investment, Shares | 7,500 | |||||||||||||||
Issuance of common stock upon conversion of convertible notes | 17,655 | 17,655 | ||||||||||||||
Issuance of common stock upon conversion of convertible notes, shares | 2,034 | |||||||||||||||
Exercise of stock options | 63 | 63 | ||||||||||||||
Exercise of stock options, Shares | 441 | |||||||||||||||
Issuance of common stock for settlement of share-based awards | $ 1 | (1) | ||||||||||||||
Issuance of common stock for settlement of share-based awards, Shares | 9,176 | |||||||||||||||
Exercise of Legacy Fast Radius warrants | 1,020 | 1,020 | ||||||||||||||
Exercise of Legacy Fast Radius warrants, shares | 2,240 | |||||||||||||||
Company vesting shares granted to Fast Radius shareholders | 24,841 | (24,841) | ||||||||||||||
Stock-based compensation | 20,368 | 20,368 | ||||||||||||||
Ending balance at Mar. 31, 2022 | 32,446 | $ 7 | 225,373 | (192,934) | ||||||||||||
Ending balance, Shares at Mar. 31, 2022 | 73,041 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 74,290 | $ (74,290) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 16,023 | (16,023) | ||||||||||||||
Beginning balance at Dec. 31, 2021 | (40,090) | $ (114,380) | $ 74,290 | $ 4 | $ 4 | $ (221) | $ 221 | 83,399 | $ 9,113 | $ 74,286 | (123,493) | $ (123,272) | $ (221) | |||
Beginning balance, Shares at Dec. 31, 2021 | 399,130 | 4,040 | 35,873 | (650) | 650 | |||||||||||
Net loss | (66,787) | |||||||||||||||
Ending balance at Jun. 30, 2022 | 14,117 | $ 8 | 229,230 | (215,121) | ||||||||||||
Ending balance, Shares at Jun. 30, 2022 | 75,535 | |||||||||||||||
Beginning balance at Mar. 31, 2022 | 32,446 | $ 7 | 225,373 | (192,934) | ||||||||||||
Beginning balance, Shares at Mar. 31, 2022 | 73,041 | |||||||||||||||
Net loss | (22,187) | (22,187) | ||||||||||||||
Exercise of stock options | 148 | 148 | ||||||||||||||
Exercise of stock options, Shares | 660 | |||||||||||||||
Issuance of common stock for settlement of share-based awards | $ 1 | (1) | ||||||||||||||
Issuance of common stock for settlement of share-based awards, Shares | 627 | |||||||||||||||
Issuance of common stock for settlement of bonus liability | 696 | 696 | ||||||||||||||
Issuance of common stock for settlement of bonus liability, shares | 479 | |||||||||||||||
Issuance of common stock for commitment shares | 452 | 452 | ||||||||||||||
Issuance of common stock for commitment shares, shares | 728 | |||||||||||||||
Stock-based compensation | 2,562 | 2,562 | ||||||||||||||
Ending balance at Jun. 30, 2022 | $ 14,117 | $ 8 | $ 229,230 | $ (215,121) | ||||||||||||
Ending balance, Shares at Jun. 30, 2022 | 75,535 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows lost in from operating activities | ||
Net loss | $ (66,787) | $ (27,891) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,368 | 533 |
Amortization of deferred financing and convertible debt discount | 2,764 | 385 |
Provision for doubtful accounts | 569 | 288 |
Loss on disposal of assets | 228 | |
Stock-based compensation | 22,930 | 461 |
Issuance of commitment shares to Lincoln Park | 452 | |
Income from settlement of bonus liability with RSUs | (554) | |
Change in fair value of warrants | (6,621) | 1,052 |
Change in fair value of derivative liability | (30) | (6) |
Non-cash restructuring expenses | 153 | |
Changes in operating assets and liabilities | ||
Accounts Receivable | (1,307) | (825) |
Inventories | (106) | (250) |
Prepaid production costs | 22 | (493) |
Prepaid expense and other current assets | (6,527) | (756) |
Accounts payable | 2,103 | 1,389 |
Accrued compensation and other liabilities | (5,588) | 4,553 |
Advances from customers | (83) | 59 |
Deferred revenue | (5) | |
Other non-current assets | (2,955) | 87 |
Net cash used in operating activities | (60,197) | (21,191) |
Cash flows from investing activities | ||
Additions to property and equipment | (3,161) | (2,971) |
Net cash used in investing activities | (3,161) | (2,971) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 211 | 16 |
Proceeds from term loan | 11,026 | |
Debt issuance costs | (88) | |
Effect of merger, net of transaction costs paid | 22,517 | |
Proceeds from issuance of PIPE shares | 75,000 | |
Repayment of term loans | (3,826) | (571) |
Payment of deferred underwriting fees | (1,382) | |
Proceeds from convertible notes and warrants with related party | 7,600 | |
Net cash provided by financing activities | 92,520 | 17,983 |
Net increase (decrease) in cash | 29,162 | (6,179) |
Cash—beginning of period | 8,702 | 18,494 |
Cash, end of period | 37,864 | 12,315 |
Supplemental disclosure of cash flow information | ||
Capital expenditures not yet paid | $ 442 | 72 |
Issuance of liability classified warrants | $ 988 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1. Nature of Operations and Basis of Presentation Fast Radius, Inc. (“Fast Radius” or the “Company”), f/k/a ECP Environmental Growth Opportunities Corp. (“ENNV”), was formed as a Delaware corporation on October 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). Fast Radius is a cloud manufacturing and digital supply chain company. The Fast Radius solution combines a proprietary software platform with physical infrastructure to enable accelerated product development and digital tools for product engineers. Fast Radius is headquartered in Chicago, Illinois, with additional operating locations in Atlanta, Georgia; Louisville, Kentucky; and Singapore. Fast Radius’ operations in Louisville, Kentucky are located within the Worldport facility of United Parcel Service, Inc. (“UPS”), enabling parts to be produced and shipped late into the evening for overnight distribution around the world. Fast Radius is organized as a single operating segment. Substantially all of the assets and operations of Fast Radius are located in the United States (“U.S.”). Basis of Presentation On July 18, 2021, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, ENNV Merger Sub, Inc., a wholly owned subsidiary of ENNV (“Merger Sub”), and Fast Radius Operations, Inc. (f/k/a Fast Radius, Inc.) (“Legacy Fast Radius”), pursuant to which Merger Sub agreed to merge with and into Legacy Fast Radius, with Legacy Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the closing of the Merger (the “Closing”), the Company was renamed “Fast Radius, Inc.” The Business Combination was completed on February 4, 2022 (“the Closing Date”). The Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, ENNV is treated as the “acquired” company and Legacy Fast Radius is treated as the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of Legacy Fast Radius issuing stock for the net assets of ENNV, accompanied by a recapitalization. The net assets of ENNV are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Fast Radius was determined to be the accounting acquirer based on the following predominant factors: • Legacy Fast Radius stockholders have the largest portion of voting rights in the Company; • Legacy Fast Radius stockholders have the ability to elect the majority of the directors to the Company’s board of directors (the "Board"); • Legacy Fast Radius’ management comprise the management of the Company; • Legacy Fast Radius’ operations comprise the ongoing operations of the Company; • Legacy Fast Radius is the larger entity based on historical revenues and business operations; and • The Company assumed Legacy Fast Radius’ name. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Fast Radius. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Activity within the Condensed Statements of Stockholders’ Equity for the issuance and repurchases of Legacy Fast Radius redeemable convertible preferred stock were also retroactively converted to Legacy Fast Radius common stock. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and Securities and Exchange Commission (the "SEC") regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2022. A description of the Company’s significant accounting policies is included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 included as Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on March 30, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the Legacy Fast Radius December 31, 2021 audited consolidated financial statements and the accompanying notes. The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Going Concern Consideration The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated recurring losses which have resulted in an accumulated deficit of $ 215.1 million and $ 123.5 million as of June 30, 2022 and December 31, 2021, respectively, and expects to incur additional losses in the future. The Company believes the cash it obtained from the Business Combination and the private placement that occurred substantially concurrently with the consummation of the Business Combination (the “PIPE Investment”), and potential proceeds available under the purchase agreement with Lincoln Park Capital Fund, LLC, if any, as discussed in Note 7, are not sufficient to meet its working capital, debt service and capital expenditure requirements for a period of at least twelve months from the date of the issuance of these financial statements. As a result of the Company’s history of losses and negative cash flows from operations, and because its plans to obtain additional capital have not been completed at the time of the issuance of these consolidated financial statements, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Company intends to seek additional capital in 2022 to fund its operations and future growth; however, there can be no assurance that the Company will be able to obtain other debt or equity financing within the necessary timeframe or on terms acceptable to the Company, if at all. Failure to secure sufficient additional funding in a timely matter or at all will impact the Company's liquidity, including its ability to service its debt and other liabilities, and may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and could force the Company to limit its business activities. The Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. COVID-19 Impact In March 2020, the World Health Organization declared the outbreak of the new strain of the coronavirus (“COVID-19”) to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, supply chain logistical changes, and closure of non-essential businesses. To protect the health and well-being of its employees, suppliers, and customers, the Company previously made substantial modifications to employee travel policies, implemented office closures as employees were advised to work from home, and cancelled or shifted its conferences and other events to virtual-only. The COVID-19 pandemic has impacted and may continue to impact the Company’s business operations, including its employees, customers, partners, and communities, and there is substantial uncertainty in the nature and degree of the pandemic’s continued effects over time. In particular, the COVID-19 virus continues to surge in various parts of the world, including China, and such surges have impacts on the Company’s suppliers and may cause supply chain issues, parts shortages and delayed shipping times. COVID-19 and other similar outbreaks, epidemics or pandemics could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects as a result of any of the risks described above and other risks that the Company is not able to predict. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates in Condensed Consolidated Financial Statements The preparation of the consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the periods presented. The Company’s most significant estimates and judgements involve valuation of the Company’s debt and equity securities (prior to the Business Combination), including assumptions made in the fair value of warrants, derivatives, and stock-based compensation; the useful lives of fixed assets; and allowances for doubtful accounts. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made. Other than the below, there have been no material changes to the Company's significant accounting policies from its audited consolidated financial statements included as Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on March 30, 2022. Redeemable Convertible Preferred Stock Prior to the Business Combination, Legacy Fast Radius' Series Seed, Seed-1, A-1, A-2, A-3, and B Convertible Preferred Stock (collectively the “Preferred Stock”) were classified in temporary equity as they contained terms that could force Legacy Fast Radius to redeem the shares for cash or other assets upon the occurrence of an event not solely within Legacy Fast Radius' control. Legacy Fast Radius adjusted the carrying values of the Preferred Stock each reporting period to the redemption value inclusive of any declared and unpaid dividends. All Preferred Stock previously classified as temporary equity was retroactively adjusted and reclassified to permanent equity as a result of the Business Combination. As a result of the Business Combination, each share of Preferred Stock that was then issued and outstanding was automatically converted into Legacy Fast Radius common stock, such that each converted share of Preferred Stock was no longer outstanding and ceased to exist. Each share of Legacy Fast Radius common stock, including the Legacy Fast Radius common stock issued upon conversion of Legacy Fast Radius Preferred Stock, was converted into and exchanged for 2.056 (the “Exchange Ratio”) shares of the Company’s common stock. The Exchange Ratio was established pursuant to the terms of the Merger Agreement. Warrants At June 30, 2022, there were 15,516,639 warrants to purchase shares of common stock of the Company ("Common Stock"), consisting of 8,624,972 public warrants (the “Public Warrants”) and 6,891,667 private warrants held by the ENNV initial stockholders (the “Private Placement Warrants” and collectively with the Public Warrants, the “Warrants”). Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share. The Warrants expire on February 4, 2027 , or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the Company's initial public offering, except that the Private Placement Warrants and the shares of Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable and can be exercised on a cashless basis so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders of ENNV or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants when the price per share of Common Stock equals or exceeds $ 18.00 : In whole and not in part; At a price of $ 0.01 per Warrant; Upon not less than 30 days ’ prior written notice of redemption; If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. The Company may redeem the Public Warrants when the price per share of Common Stock equals or exceeds $ 10.00 : In whole and not in part; Upon not less than 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 Common Stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Common Stock; If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) 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. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. Significant Customers and Concentration of Credit Risks The Company is subject to credit risk primarily through its accounts receivable. Credit is generally extended to customers based on a credit review. The credit review considers each customer’s financial condition, including the customer’s established credit rating or the Company’s assessment of the customer’s creditworthiness based on their financial statements absent a credit rating, local industry practices, and business strategy. A credit limit and terms are established for each customer based on the outcome of this review. The Company performs on-going credit evaluations of its customers and maintains allowances for potential credit losses which, when realized, have been within the range of management’s expectations. The Company generally does not require collateral. The Company regularly evaluates the credit risk of its customers. Significant customers are those that represent more than 10 % of the Company’s total revenue or accounts receivable. For the three months ended June 30, 2022, one customer accounted for approximately 11 % of the Company's revenue. For the six months ended June 30, 2022 and the three and six months ended June 30, 2021, no single customer accounted for more than 10 % of the Company's revenue. As of June 30, 2022, one customer accounted for approximately 15 % of the Company's accounts receivable. As of December 31, 2021, no single customer accounted for more than 10 % of the Company's accounts receivable. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 3. Business Combination As discussed in Note 1, on February 4, 2022, the Company completed the Business Combination with Legacy Fast Radius through the Merger, with Legacy Fast Radius surviving the Merger as a wholly-owned subsidiary of the Company. Upon the consummation of the Business Combination, each share of Legacy Fast Radius common stock issued and outstanding was canceled and converted into the right to receive 2.056 shares of Common Stock. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 351,000,000 shares, of which 350,000,000 shares were designated Common Stock, $ 0.0001 par value per share, and 1,000,000 shares designated preferred stock, $ 0.0001 par value per share. Each option to purchase Legacy Fast Radius common stock that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Fast Radius common stock subject to such Legacy Fast Radius option and (ii) approximately 2.3 , at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Fast Radius option, divided by (B) approximately 2.3 . Each unvested restricted stock unit awarded by Legacy Fast Radius that was outstanding immediately prior to the Business Combination was converted into an award of restricted stock units to acquire a number shares of Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Fast Radius common stock subject to the Legacy Fast Radius restricted stock unit award and (2) approximately 2.3 . The aggregate merger consideration also included an amount equal to 10,000,000 shares of common stock (the “Merger Earn Out Shares”) which are subject to the satisfaction of certain price targets set forth in the Merger Agreement during the earn out period, which price targets are based upon (i) the daily volume-weighted average sale price of shares of Common Stock quoted on NASDAQ, or the exchange on which the shares of Common Stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the earn out period or (ii) the per share consideration received in connection with the occurrence of certain change of control events of the Company specified in the Merger Agreement (any such event, an “Acquiror Sale”). The Merger Earn Out Shares will be issuable in two equal tranches of 5,000,000 shares of Common Stock at the time that the Common Stock reaches a value, as calculated above, of $ 15.00 and $ 20.00 , respectively. Furthermore, the Merger Agreement provides that 10 % of the shares of Common Stock held by ENNV Holdings, LLC (the "Sponsor" and such shares, the “Sponsor Earn Out Shares”) are subject to vesting upon the satisfaction of certain price targets set forth in the Sponsor Support Agreement during the earn out period, which price targets will be based upon (i) the daily volume-weighted average sale price of shares of Common Stock quoted on NASDAQ, or the exchange on which the shares of Common Stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the earn out period or (ii) the per share consideration received in connection with an Acquiror Sale. The Sponsor Earn Out Shares will vest in two equal tranches of 407,000 shares of Common Stock at the time that the Common Stock reaches a value, as calculated above, of $ 15.00 and $ 20.00 , respectively. If, during the earn out period, there is an Acquiror Sale that will result in the holders of Common Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Common Stock, as determined in good faith by the Board) equal to or in excess of the applicable stock price level set forth above, then immediately prior to the consummation of such Acquiror Sale, the Legacy Fast Radius equity holders entitled to Merger Earn Out Shares and the Sponsor Earnout Shares shall be eligible to participate in such Acquiror Sale. If, during the earn out period, there is an Acquiror Sale that will result in the holders of Common Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such common stock, as determined in good faith by the Board) that is less than the applicable stock price level set forth above, then no Merger Earn Out Shares shall be issuable and no Sponsor Earn Out Shares shall become vested in connection with or following completion of such Acquiror Sale. In the event of an Acquiror Sale, including where the consideration payable is other than a specified price per share, for purposes of determining whether the applicable stock price levels set forth above have been achieved, the price paid per share of Common Stock will be calculated on a basis that takes into account the number of Sponsor Earn Out Shares that will vest and the number of Merger Earn Out Shares that will vest (i.e., the ultimate price per share payable to all holders of Common Stock will be the same price per share used to calculate the number of Sponsor Earn Out Shares and Merger Earn Out Shares that vest). The Sponsor will have all of the rights of a holder of Common Stock with respect to the unvested Sponsor Earn Out Shares, except that the Sponsor will not be entitled to consideration in connection with any sale or other transaction and the Sponsor Earn Out Shares cannot be sold, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of prior to vesting. As the Merger Earn Out Shares and Sponsor Earn Out Shares are not puttable by the holders thereof, the underlying shares are not redeemable outside of the Company’s control, and the Merger Earn Out Shares and Sponsor Earn Out Shares are settled through the issuance (in the case of the Merger Earn Out Shares) or through the vesting (in the case of the Sponsor Earn Out Shares) a fixed number of shares, the Merger Earn Out Shares and Sponsor Earn Out Shares are not a liability within the scope of ASC 480, Distinguishing Liabilities from Equity. Further, although the Merger Earn Out Shares and Sponsor Earn Out Shares meet the definition of a derivative, they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity’s Own Equity. Note that if an Acquiror Sale occurs as a result of a cash offer, the calculation of the share price used to determine if the applicable stock price level set forth above has been achieved would include the Merger Earn Out Shares and Sponsor Earn Out Shares. Lastly, the Merger Earn Out Shares and Sponsor Earn Out Shares are indexed to the Company’s own stock, as there are no other events that would accelerate the vesting of such shares other than the share price being in excess of the applicable stock price levels set forth above or an Acquiror Sale. The Merger Earn Out Shares are reflected in the condensed consolidated financial statements similar to a dividend since this arrangement was entered into with all the common shareholders of Legacy Fast Radius, which is considered the acquirer for accounting purposes. In connection with the execution of the Merger Agreement, the Company entered into separate subscription agreements (the “Subscription Agreements”) with certain investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 7,500,000 shares of Common Stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 75 million in the PIPE investment. The PIPE investment closed concurrently with the closing of the Business Combination. Upon the closing of the Business Combination, ENNV had outstanding 8,624,972 Public Warrants and 6,891,667 Private Warrants . The Public Warrants were listed on the Nasdaq Capital Market under the symbol “ENNVW.” Upon the closing of the Business Combination, they became listed on the Nasdaq Global Select Market under the symbol “FSRDW.” The Warrants remain subject to the same terms and conditions as prior to the Business Combination. Also immediately prior to the closing of the Business Combination, the Legacy Fast Radius convertible notes (the “Convertible Notes”) and Legacy Fast Radius warrants (the "Legacy Fast Radius Warrants") were converted into common shares of Legacy Fast Radius in accordance with their contractual terms. Upon completion of the Business Combination, the outstanding principal and unpaid accrued interest due on the Legacy Fast Radius Convertible Notes were converted into an aggregate of 2.0 million shares of Common Stock, and the converted notes were no longer outstanding, and ceased to exist. Upon completion of the Business Combination, the Legacy Fast Radius Warrants were converted into 2.2 million shares of Common Stock. Upon consummation of the Business Combination and the closing of the PIPE, the most significant change in Legacy Fast Radius’ financial position and results of operations was a total net increase in cash and cash equivalents of approximately $ 73 million, which reflected the gross proceeds received less repayments of certain indebtedness, transaction costs and other related fees and expenses such as directors & officers' insurance and certain assumed liabilities from ENNV. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, ENNV was treated as the “acquired” company for financial reporting purposes. See Note 1 for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Fast Radius issuing stock for the net assets of ENNV, accompanied by a recapitalization. The net assets of ENNV are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of stockholders’ equity (deficit) and cash flows for the six months ended June 30, 2022: (in thousands) Cash - ENNV trust and cash, net of redemptions $ 30,844 Cash - PIPE financing 75,000 Non-cash Convertible Note conversion 17,655 Non-cash Legacy Fast Radius warrant conversion 1,020 Liabilities paid on behalf of or assumed from ENNV ( 10,361 ) Fair value of assumed common stock warrants ( 5,847 ) Transaction costs recorded in equity ( 11,606 ) Net impact on total stockholders’ equity 96,705 Transaction costs not yet paid or paid in the prior year 6,450 Non-cash Convertible Note conversion ( 17,655 ) Non-cash Legacy Fast Radius warrant conversion ( 1,020 ) Liabilities paid on behalf of ENNV and classified as operating cash flows or assumed from ENNV and not yet paid 5,808 Non-cash fair value of assumed common stock warrants 5,847 Net impact on net cash provided by financing activities $ 96,135 |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 4. Supplemental Financial Information Allowance for Doubtful Accounts The following table summarizes activity in the allowance for doubtful accounts for the three and six months ended June 30, 2022 and 2021 : (in thousands) Three months ended June 30, Six Months ended June 30, 2022 2021 2022 2021 Balance at beginning of period $ ( 850 ) $ ( 535 ) $ ( 930 ) $ ( 405 ) Uncollectible accounts (charged) credited to expense ( 649 ) ( 158 ) ( 569 ) ( 288 ) Uncollectible accounts written off (recovered) — ( 3 ) — ( 3 ) Balance at end of period $ ( 1,499 ) $ ( 696 ) $ ( 1,499 ) $ ( 696 ) Inventories (in thousands) June 30, 2022 December 31, 2021 Raw materials $ 534 $ 433 Work-in-process 21 16 Finished Goods — — Total Inventories $ 555 $ 449 Property and Equipment, Net (in thousands) June 30, 2022 December 31, 2021 Advanced manufacturing machinery & quality equipment $ 5,772 $ 5,705 Software 4,894 2,912 Computer & office hardware 1,226 1,149 Furniture and fixtures 235 39 Leasehold improvements 3,377 3,048 Construction in-progress 711 - Total property, plant and equipment 16,215 12,853 Accumulated depreciation and amortization ( 4,692 ) ( 3,325 ) Property, plant and equipment (net) $ 11,523 $ 9,528 Accrued and Other Liabilities Accrued and other liabilities as of June 30, 2022 and December 31, 2021 included costs associated with the Business Combination of approximately $ 10.5 million and $ 6.3 million, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt The following is a summary of short- and long-term debt: (in thousands) June 30, 2022 December 31, 2021 2020 MFS Loan $ 278 $ 314 Manufacturers Capital Promissory Notes 845 968 Related Party - Energize Convertible Debt - 7,600 2020 SVB Loan 8,558 10,225 2021 SVB Loan 20,868 20,800 Related Party - Drive Capital Convertible Debt - 3,000 Related Party - ECP Holdings Convertible Debt - 7,000 Total Outstanding Principal 30,549 49,907 Less: Discounts and deferred financing fees ( 1,829 ) ( 7,403 ) Total Outstanding Debt 28,720 42,504 Fair Value of Derivatives - 4,395 Total Debt and Derivative Liabilities $ 28,720 $ 46,899 The following is the summary of future principal repayments of debt: (in thousands) June 30, 2022 Remainder of 2022 $ 11,233 2023 15,160 2024 3,949 2025 207 Total $ 30,549 2021 SVB Loan On February 4, 2022, the 2021 Silicon Valley Bank (“SVB”) Loan was amended to extend the maturity date from the Closing Date to April 3, 2023 and required payment of $ 2.0 million of the $ 20.0 million outstanding principal balance upon consummation of the Business Combination. This amendment also added the original $ 0.8 million fee due at the Closing Date to the amended loan’s outstanding principal balance, deferring its repayment until maturity. In exchange for the extension of the loan, Fast Radius will pay an additional fee of $ 2.1 million due at maturity. The Company will make six interest-only payments beginning March 1, 2022 and will begin paying $ 2.4 million in principal beginning September 1, 2022. The interest rate on the term loan is the prime rate + 6.0 %. Related Party Convertible Notes – Energize Ventures Fund On March 12, 2021, Legacy Fast Radius entered into a note purchase agreement with Energize Ventures Fund LP, Energize Growth Fund I LP, EV FR SPV and Ironspring Venture Fund I-FR, LP, all of which were existing stockholders or affiliates of existing shareholders of Legacy Fast Radius, for convertible promissory notes (collectively the “Related Party Convertible Notes I”). Legacy Fast Radius received the principal of $ 7.6 million on April 13, 2021 at closing. The Related Party Convertible Notes had a stated interest rate of 6 %, with all accrued interest and principal due at maturity, which was scheduled to be April 13, 2023 . Further, warrants to purchase a maximum of 140,000 shares with an exercise price of $ 0.01 were issued in conjunction with the closing of the Related Party Convertible Notes I. The warrants were determined to be equity classified and were recorded as a discount to the Related Party Convertible Notes I. The Related Party Convertible Notes I contained a share settlement redemption feature that qualified as a derivative liability and required bifurcation. The derivative had a fair value of $ 2.5 million as of December 31, 2021 and was recorded in Related party convertible notes and derivative liability on the condensed consolidated balance sheet. For the six months ended June 30, 2022, the Company recognized a mark to market gain associated with the derivative of $ 47 thousand. The following provides a summary of the interest expense of the Company’s Related Party Convertible Notes I and Related Party Derivative Liability with Energize Ventures: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ - $ 97 $ 44 $ 97 Amortization of deferred financing costs and convertible debt discount - 283 184 283 Total Interest Expense $ - $ 380 $ 228 $ 380 Effective interest rate 0.0 % 58.3 % 58.3 % 58.3 % The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 3,534 Net carrying amount of convertible note 4,066 Principal value of convertible note $ 7,600 Fair value of convertible note and derivative liability $ 9,936 Fair value of convertible note excluding derivative liability $ 7,446 Fair value Level Level 3 For further information on fair value measurements, refer to Note 12. Related Party Convertible Notes – Drive Capital Fund On August 23, 2021, Legacy Fast Radius entered into a Note Purchase Agreement with Drive Capital Fund II LP and Drive Capital Ignition Fund II LP (existing stockholders of Legacy Fast Radius) for convertible promissory notes (collectively the “Related Party Convertible Notes II”). Legacy Fast Radius received funding of $ 3.0 million on August 24, 2021 at closing. The Notes had a stated interest rate of 6 %, with all accrued interest and principal due at maturity, which was scheduled to be August 23, 2023 . These Related Party Convertible Notes II contained a share settlement redemption feature that qualified as a derivative liability and required bifurcation. The derivative had a fair value of $ 0.6 million as of December 31, 2021 and was recorded in Related party convertible notes and derivative liability on the consolidated balance sheet. For the six months ended June 30, 2022, the Company recognized a mark to market loss associated with the derivative of $ 5 thousand. The following provides a summary of interest expense on the Company’s Related Party Convertible Notes II and Related Party Derivative Liability with Drive Capital: (in thousands) Three Monhs Ended June 30, 2022 Six Months Ended June 30, 2022 Contractual interest expense $ - $ 17 Amortization of deferred financing costs and convertible debt discount - 24 Total Interest Expense $ - $ 41 Effective interest rate 0.0 % 17.1 % The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 474 Net carrying amount of convertible note 2,526 Principal value of convertible note $ 3,000 Fair value of convertible note and derivative liability $ 3,390 Fair value of convertible note excluding derivative liability $ 2,830 Fair value Level Level 3 Related Party Convertible Notes – Energy Capital Partners Holdings On October 26, 2021, Legacy Fast Radius entered into a Note Purchase Agreement with Energy Capital Partners Holdings, LP for convertible promissory notes (collectively the “Related Party Convertible Notes III”). Legacy Fast Radius received funding of $ 7.0 million on October 26, 2021 at closing. The Notes had a stated interest rate of 6 %, with all accrued interest and principal due at maturity, which was scheduled to be October 26, 2023 . These Related Party Convertible Notes III contained a share settlement redemption feature that qualified as a derivative liability and required bifurcation. The derivative had a value of $ 1.3 million as of December 31, 2021 and was recorded in Related party convertible notes and derivative liability on the consolidated balance sheet. For the six months ended June 30, 2022, the Company recognized a mark to market loss associated with the derivative of $ 12 thousand. The following provides a summary of the interest expense of the Company’s Related Party Convertible Notes III and Related Party Derivative Liability with Energy Capital Partners Holdings: (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Contractual interest expense $ - $ 40 Amortization of deferred financing costs and convertible debt discount - 52 Total Interest Expense $ - $ 92 Effective interest rate 0.0 % 16.3 % The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 1,130 Net carrying amount of convertible note 5,870 Principal value of convertible note $ 7,000 Fair value of convertible note and derivative liability $ 7,829 Fair value of convertible note excluding derivative liability $ 6,484 Fair value Level Level 3 Immediately prior to the completion of the Business Combination, the Related Party Convertible Notes I, II and III, along with unpaid and accrued interest, were converted into 990 thousand shares of common stock of Legacy Fast Radius ( 2.0 million shares of Common Stock post Business Combination). |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6. Commitments and Contingencies The Company accounts for loss contingencies in accordance with ASC 450-20, Loss Contingencies . Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Commitments In May 2021, Legacy Fast Radius entered into a master subscription agreement with Palantir Technologies Inc. (“Palantir”) in which Legacy Fast Radius would commit to utilize software and services from Palantir over the next six years for a total of $ 45.0 million. The software and services are related to the Company’s future plan to provide automated intelligence solutions as a service following commercialization of the Company’s Cloud Manufacturing Platform. Upon close of the Merger in February 2022, the Company made a payment to Palantir of $ 9.4 million and the remaining non-cancellable future minimum payments due on this firm purchase agreement are $ 10.1 million. Contingencies In October 2021, based on an internal review, Legacy Fast Radius became aware of certain additional duties likely owed to the United States Customs and Border Protection (“CBP”). Legacy Fast Radius initiated a voluntary disclosure to CBP in late 2021 of certain possible errors in the declaration of imported products relating to value, classification, and other matters. As part of the disclosure, the Company conducted a comprehensive review of its import practices and in March 2022 made a further submission to CBP providing details regarding the possible errors. The Company’s comprehensive review of import practices and communication with CBP is ongoing. As a result, related to additional duties primarily from 2021, Legacy Fast Radius recognized a $ 1.0 million charge within Cost of revenues in the consolidated statement of net loss and comprehensive loss for the year ended December 31, 2021. The information submitted by the Company will be reviewed by CBP and the Company may be liable to CBP for additional unpaid duties and interest. The resolution of this prior disclosure could be material to the Company’s cash flows in a future period and to its results of operations for any period. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | Note 7. Equity The condensed consolidated statements of changes in stockholders’ equity (deficit) reflects the Business Combination as defined in Note 1 as of February 4, 2022. As Legacy Fast Radius was deemed the accounting acquirer in the Business Combination with ENNV, all periods prior to the consummation date reflect the balances and activity of Legacy Fast Radius. The balances as of January 1, 2022 and 2021 are from the consolidated financial statements of Legacy Fast Radius as of that date, share activity (convertible preferred stock, common stock, treasury stock, additional paid in capital and accumulated deficit) and per share amounts were retroactively adjusted, where applicable, using the recapitalization conversion ratio of 2.056 . Common Stock Upon closing of the Business Combination, pursuant to the terms of the Company's Second Amended and Restated Certificate of Incorporation, the Company authorized 350,000,000 shares of Common Stock with a par value $ 0.0001 . The holders of Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board out of legally available funds. The Company had 75,535,463 million issued and outstanding shares of Common Stock as of June 30, 2022. Not reflected in the shares issued and outstanding as of June 30, 2022 is approximately 1.8 million shares related to RSUs that vested in 2022 but have not yet been settled and issued. Additionally, the Company will be required to issue the Merger Earn Out Shares in two equal tranches of 5,000,000 shares of Common Stock if the Company's Common Stock reaches values of $ 15.00 and $ 20.00 , respectively, as discussed in Note 3. Preferred Stock Upon closing of the Business Combination, pursuant to the terms of the Company's Second Amended and Restated Certificate of Incorporation, the Company authorized 1,000,000 shares of Preferred Stock with a par value $ 0.0001 . There was no Preferred Stock outstanding as of June 30, 2022. Legacy Fast Radius Warrants Immediately prior to the completion of the Business Combination, all outstanding Legacy Fast Radius Warrants were exercised into an aggregate of 1.1 million shares of Legacy Fast Radius common stock ( 2.2 million shares of Common Stock post Business Combination). Legacy Fast Radius Convertible Preferred Stock Immediately prior to the completion of the Business Combination, all outstanding shares of Legacy Fast Radius preferred stock converted into an aggregate of 16.0 million shares of Legacy Fast Radius common stock ( 32.9 million shares of Common Stock post Business Combination). Legacy Fast Radius Treasury Stock Immediately prior to the completion of the Business Combination, all treasury shares of Legacy Fast Radius were retired. Warrants Prior to the Business Combination, there were 15,516,667 warrants to purchase Common Stock outstanding, consisting of 8,625,000 Public Warrants and 6,891,667 Private Placement Warrants held by the ENNV initial stockholders. Following the Business Combination, there were 15,516,639 warrants to purchase Common Stock outstanding, consisting of 8,624,972 Public Warrants and 6,891,667 Private Placement Warrants held by the ENNV initial stockholders, with the reduction in Public Warrants resulting from rounding for fractional interests. Each warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share. The warrants expire on February 4, 2027 , or earlier upon redemption or liquidation. Refer to Note 2 for additional information. Equity Purchase Agreement On May 11, 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $ 30.0 million worth of Common Stock. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which it agreed to register the offer and sale of shares of Common Stock available for issuance under the Purchase Agreement under the Securities Act of 1933, as amended (the “Securities Act”). Beginning on the Commencement Date (as defined below) and thereafter, the Company has the right, but not the obligation, to deliver to Lincoln Park a purchase notice (a “Regular Purchase Notice”), directing Lincoln Park to purchase up to 100,000 shares of Common Stock (the “Regular Purchase Amount”) provided that the closing sale price of Common Stock on the purchase date is not below a threshold price set forth in the Purchase Agreement (a “Regular Purchase”). The Regular Purchase Amount may be increased to various limits, up to 400,000 shares, if the closing sale price of Common Stock on the applicable purchase date equals or exceeds certain higher threshold prices set forth in the Purchase Agreement, provided that Lincoln Park’s maximum committed purchase obligation under any single Regular Purchase may not exceed $ 2.0 million. The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the Purchase Agreement. The purchase price per share for each Regular Purchase will be the lower of: (i) the lowest sale price of Common Stock during the purchase date, or (ii) the average of the three lowest closing sale prices of Common Stock in the ten business days prior to the purchase date. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. If the Company directs Lincoln Park to purchase the maximum number of shares of Common Stock that the Company may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park to purchase additional shares of Common Stock in accelerated purchases (each, an “Accelerated Purchase”) up to the lower of: (i) three times the number of shares of Common Stock purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the trading volume on the date of each such accelerated purchase or such shorter period as provided under the Purchase Agreement. The purchase price for the additional shares is 97% of the lesser of: • the closing sale price for the Common Stock on the date of sale; or • the accelerated purchase date's volume weighted average price of the Common Stock on the date of sale. The aggregate number of shares of Common Stock that the Company can sell to Lincoln Park under the Purchase Agreement may in no case exceed 14,643,920 shares (subject to adjustment as described above) of Common Stock (which is equal to approximately 19.99 % of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) Company stockholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equals or exceeds $ 0.62 per share of Common Stock (which represents the lower of (A) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the Purchase Agreement or (B) the average Nasdaq official closing price of the Common Stock for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement, adjusted such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules). In all cases, the Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 9.99 %. As consideration for Lincoln Park's commitment to purchase shares of Common Stock under the Purchase Agreement, the Company issued 728,385 shares of Common Stock to Lincoln Park as a commitment fee. The $ 452 thousand fair value of the commitment fee shares was recorded to General and administrative expense upon execution of the agreement in the second quarter of 2022. Upon the date of the first Regular Purchase, the Company will be required to issue 182,096 shares as an additional commitment fee. The Company has not sold any Common Stock to Lincoln Park under the Purchase Agreement as of June 30, 2022. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions. Sales under the Purchase Agreement may commence only after certain conditions have been satisfied (the date on which all requisite conditions have been satisfied, the “Commencement Date”), which conditions include the effectiveness of a registration statement covering the resale of the shares of Common Stock issued or sold by the Company to Lincoln Park under the Purchase Agreement, the filing with The Nasdaq Stock Market of a Listing of Additional Shares notification with respect to the shares of Common Stock issued or sold by the Company to Lincoln Park under the Purchase Agreement and Nasdaq having raised no objection to the consummation of transactions contemplated under the Purchase Agreement, and the receipt by Lincoln Park of a customary opinion of counsel and other certificates and closing documents. The Purchase Agreement may be terminated by the Company at any time for any reason or for no reason, without any cost or penalty, by giving one business day notice to Lincoln Park. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Common Stock. Although the Company has agreed to reimburse Lincoln Park for a limited portion of the fees it incurred in connection with the Purchase Agreement, the Company has not and will not pay any additional amounts to reimburse or otherwise compensate Lincoln Park in connection with the transaction, other than the issuance of the shares of Common Stock being issued as a commitment fee. There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to enter into variable rate transactions described in the Purchase Agreement), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Company may deliver Purchase Notices under the Purchase Agreement, subject to market conditions, and in light of its capital needs from time to time and under the limitations contained in the Purchase Agreement. Any proceeds that the Company receives under the Purchase Agreement are expected to be used to advance its growth strategy and for general corporate purposes. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 8. Revenues The Company charges certain customers shipping and handling fees. These fees are recorded within revenue when incurred after transfer of control of the products to customers. Revenues related to shipping and handling fees were $ 395 thousand and $ 784 thousand for the three and six months ended June 30, 2022 and $ 163 thousand and $ 220 thousand for the three and six months ended June 30, 2021, respectively. When shipping and handling services are performed before transfer of control to customers, they are accounted for as a fulfillment cost and are included in cost of revenues when incurred. The Company will contract with third parties to produce certain components of a customer order. Costs paid in advance of production are recorded in current assets as prepaid production costs until control of the product is transferred to the customer. Under such outsourced manufacturing arrangements, the Company is the primary obligor to its customer. Contract assets are recorded when the Company has a right to consideration in exchange for goods or services that it has transferred to a customer but for which payment is conditional on more than just the passage of time. Contract liabilities consist of fees paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria. The Company did no t have any contract assets or liabilities as of June 30, 2022 or December 31, 2021, respectively. During the three and six months ended June 30, 2021, the amount of revenue recognized that was included in deferred revenue as of December 31, 2020 was not significant. Disaggregation of Revenues The Company’s primary sources of revenue are from one revenue stream, product sales of manufactured parts. The Company is also presenting a disaggregation of revenue by geographical region (based on the external customer’s location) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenues Americas $ 6,786 $ 4,669 $ 12,825 $ 8,170 Europe 383 67 553 138 Asia Pacific 106 131 159 355 Total $ 7,275 $ 4,867 $ 13,537 $ 8,663 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9. Stock-Based Compensation Equity Incentive Plan On February 2, 2022, the Company’ stockholders approved the Fast Radius, Inc. 2022 Equity Incentive Plan (the “Equity Incentive Plan”), which became effective immediately upon the Closing, replacing the Legacy Fast Radius 2017 Equity Incentive Plan, as amended (the "2017 Equity Incentive Plan"). Each outstanding vested or unvested stock award under the 2017 Plan was converted to the 2022 Plan, multiplied by the applicable exchange ratio as described in Note 3, with the same key terms and vesting requirements. All stock option activity prior to the closing of the Business Combination on February 4, 2022 has been retroactively restated to reflect the Exchange Ratio. Pursuant to the Equity Incentive Plan, the Board may grant stock awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards, to officers, key employees, and directors. The Equity Incentive Plan allows for non-employee director grants, which are accounted for in the same manner as employee awards. There are 11.0 million registered shares of Common Stock reserved for issuance under the Equity Incentive Plan. During the three and six months ended June 30, 2022, 3.1 million and 10.3 million RSUs were considered granted under the Equity Incentive Plan for accounting purposes. Standard employee RSUs contain both service and performance conditions wherein vesting is generally subject to a requisite four year service period, whereby the award vests 25 % on the one-year anniversary of the vesting commencement date then ratably over 36 monthly installments, subject to continuous service by the individual and achievement of the performance target, as stipulated in the notice of grant (“Liquidity Event” as defined in the underlying agreements). Founder RSUs include a portion that vested upon the closing of the Business Combination, and a portion that will vest on the first day following the lapse of the Lock-Up Period, the first 180 days from the consummation of the Business Combination, on which the Company Valuation equals or exceeds $ 1.5 billion . Due to the nature of the performance condition, recognition of compensation cost was deferred until the occurrence of the Liquidity Event. The fair values associated with the RSUs granted after the Closing Date are based on the closing price of the Company's Common Stock on the date of grant. The fair values associated with the RSUs granted in 2022 prior to the Closing Date under the 2017 Equity Incentive Plan were estimated on the date of grant by multiplying the SPAC share market value by the Exchange Ratio and adding the value of the $ 15 and $ 20 earn out shares which is evaluated using a Monte-Carlo analysis. The remaining private scenario is evaluated using the Black-Scholes option-pricing model. The key assumptions used in this valuation are as follows. SPAC probability 95 % Remain private probability 5 % SPAC Market Value $ 736 million Conversion Ratio 2.056 Expected annual dividend yield 0.00 % Expected volatility 84 % Risk-free rate of return 0.71 % Expected option term (years) 1.4 years Vesting of the RSUs issued under the 2017 Equity Incentive Plan was dependent on a liquidity event, of which the Business Combination qualified under the 2017 Equity Incentive Plan as a liquidity event, which occurred on February 4, 2022. Accordingly, the Company recognized stock-based compensation expense of $ 18.7 million as of that date to recognize the vested portion of the awards. CEO Award Pursuant to the terms of his amended and restated employment agreement, Mr. Rassey, the Company's Chief Executive Officer , was granted a RSU award of 6 million shares under the Equity Incentive Plan for accounting purposes concurrent with the closing of the Business Combination. T he award is eligible to vest in installments contingent upon Mr. Rassey’s continued employment as Chief Executive Officer through the date of attainment of ten common stock share price performance goals ("Price Hurdles"), 10 % of the total number of shares subject to the award are eligible to vest upon attainment of each separate identified Price Hurdle. Once any portion of the award vests based on achievement of a specific Price Hurdle, no additional portion of the award may vest based on any subsequent attainment of the same Price Hurdle on any later date during the term of the award. The fair value is determined by using the Monte Carlo Simulation valuation model and the assumptions below. The valuation model incorporated the following key assumptions on the date of grant: Stock price $ 7.63 Expected volatility 30.1 % Expected term (years) 10.0 Risk-free rate 1.92 % Discount for lack of marketability 6.9 % The aggregate grant date fair value of the award is $ 11.6 million. The derived service period under the Monte Carlo Simulation model for the equity-classified award was determined based on the median vesting time for the simulations that achieved the vesting hurdle. Stock-based compensation expense associated with each tranche under the award is recognized over the longer of the (i) derived service period of the tranche and (ii) expected service period, using the accelerated expense recognition method. It is estimated that the stock-based compensation expense for the award will be recognized over 8 years . Stock-based compensation expense was $ 2.6 million and $ 22.9 million for the three and six months ended June 30, 2022 and was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2021, respectively. No income tax benefit was recognized in the condensed consolidated statements of net loss and comprehensive loss and an immaterial amount of compensation was capitalized. Stock-based compensation expense was recorded in the following financial statement lines within the condensed consolidated statements of net loss and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of Revenues $ 27 $ 3 $ 142 $ 7 General and Administrative $ 1,834 $ 151 $ 19,379 $ 370 Selling & Marketing $ 196 $ 37 $ 1,379 $ 37 Research & Development $ 505 $ 16 $ 2,030 $ 47 As of June 30, 2022, the Company had approximately 12 million granted but unvested RSUs with unrecognized stock-based compensation expense of $ 28.8 million remaining to be recognized over a weighted-average period of 2.0 years. Employee Stock Purchase Plan On February 2, 2022, the Company's stockholders approved the 2022 Employee Stock Purchase Plan, (the “ESPP”). The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted price using their own accumulated payroll deductions. Under the terms of the ESPP, employees can elect to have amounts of their annual compensation withheld, up to a maximum set by the Board, to purchase shares of Common Stock for a purchase price equal to 85 % of the lower of the fair market value per share (at closing) of Common Stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. There are 2,150,000 shares of Common Stock reserved for issuance under the ESPP. During the three and six months ended June 30, 2022, there were no shares purchased under the ESPP. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 10. Restructuring In June 2022, the Board of Directors of the Company approved a cost optimization initiative that includes a workforce reduction of approximately 20 % (including the elimination of open roles). The purpose of the workforce reduction is to streamline the Company’s operational structure, reducing its operating expenses and managing its cash flows. The Company has commenced workforce reductions and expects to complete these actions by the end of the third quarter of 2022. The Company is also conducting a facility rationalization assessment and assessing other operational savings measures. Through June 30, 2022, the Company has incurred costs of $ 598 thousand related to these actions, of which approximately $ 153 thousand were related to non-cash asset impairments. The Company continues to pursue cost savings initiatives and, to the extent further cost savings opportunities are identified, it may incur additional restructuring and related charges in future periods. Restructuring expenses, which are comprised primarily of employee termination costs and non-cash asset impairments, were recorded in the following financial statement lines within the condensed consolidated statements of net loss and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of Revenues $ 160 $ - $ 160 $ - General and Administrative $ 276 $ - $ 276 $ - Selling & Marketing $ 143 $ - $ 143 $ - Research & Development $ 19 $ - $ 19 $ - The following table summarizes activity in the liability related to the Company’s workforce reduction employee termination costs (in thousands): Liability balance at December 31, 2021 $ - Charges 445 Payments - Liability balance at June 30, 2022 $ 445 All of the Company's restructuring liabilities as of June 30, 2022 relate to employee termination costs and all cash payments for those liabilities are expected to be disbursed by the end of 2022. |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 11. Taxes The Company’s provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that period. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on its deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. There was no income tax benefit for the three and six months ended June 30, 2022 and 2021, respectively. Deferred tax assets and liabilities are determined based upon the differences between the unaudited condensed consolidated financial statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company has provided a full valuation allowance against the net deferred tax assets as the Company has determined that it was more likely than not that the Company would not realize the benefits of federal and state net deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. Net Loss Per Share The Company computes basic loss per share using net loss attributable to stockholders and the weighted-average number of Common Stock shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company’s potentially dilutive securities, which include stock options, unvested restricted stock awards/units, earnout awards, convertible notes, redeemable convertible preferred stock and warrants to purchase shares of stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to the Company’s stockholders’ is the same. The reconciliation of the numerator and denominator for the basic and diluted earnings calculations for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Income (loss) available to common stockholders per share: Net loss $ ( 22,187 ) $ ( 15,105 ) $ ( 66,787 ) $ ( 27,891 ) Weighted average common shares outstanding: Basic and Diluted 75,635,501 41,586,759 69,082,330 41,165,974 Net loss per share - Basic and Diluted $ ( 0.29 ) $ ( 0.36 ) $ ( 0.97 ) $ ( 0.68 ) The computation of diluted net loss per share excluded approximately 44 million and 11 million securities in 2022 and 2021, respectively, because their inclusion would have had an anti-dilutive effect on net loss per share |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13. Fair Value Measurements The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy are as follows: June 30, 2022 (in thousands) Quoted prices in Significant Significant (Level 1) (Level 2) (Level 3) Cash sweep accounts $ 37,864 $ - $ - Public warrants $ 653 $ - $ - Private placement warrants $ - $ 522 $ - December 31, 2021 (in thousands) Quoted prices in Significant Significant (Level 1) (Level 2) (Level 3) Cash sweep and money market accounts $ 8,702 $ - $ - Related party derivative liability $ - $ - $ 4,395 Legacy Fast Radius warrant liability $ - $ - $ 2,968 There were no transfers between Level 1, 2 or 3 during the three and six months ended June 30, 2022. Fair Value of warrants issued to purchase Legacy Fast Radius Common Stock The following table includes a summary of the changes in fair value of the liability classified warrants issued to purchase Legacy Fast Radius common stock measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ 1,153 $ 2,014 $ 87 Additions — 481 — 988 Change in fair value — ( 184 ) ( 1,475 ) 375 Converted to common stock — ( 539 ) — Ending balance $ - $ 1,450 $ - $ 1,450 A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability for common share warrants categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: February 4, 2022 December 31, 2021 Legacy Fast Radius stock price $ 15.69 $ 28.28 Term (Years) N/A 10.71 Volatility N/A 84.40 % Risk-free rate of return N/A 1.52 % Dividend yield 0.00 % 0.00 % Fair Value of warrants issued to purchase Legacy Fast Radius series A-3 preferred stock The following table includes a summary of changes in fair value of the liability classified warrants issued to purchase Legacy Fast Radius series A-3 preferred stock measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ 806 $ 954 $ 112 Additions — — — — Change in fair value — ( 17 ) ( 473 ) 677 Converted to common stock — ( 481 ) — Ending balance $ - $ 789 $ - $ 789 A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability for preferred share warrants is categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: February 4, 2022 December 31, 2021 Legacy Fast Radius stock price 15.69 $ 30.19 Term (Years) N/A 11.26 Volatility N/A 83.10 % Risk-free rate of return N/A 1.54 % Dividend yield 0.00 % 0.00 % Related Party Derivative Liability The following table includes a summary of changes in fair value of the Company’s Related party derivative liabilities related to the convertible notes measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ - $ 4,395 $ - Additions — 2,415 — 2,415 Change in fair value — ( 6 ) ( 30 ) ( 6 ) Converted to common stock — — ( 4,365 ) — Ending balance $ - $ 2,409 $ - $ 2,409 A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: Energize February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 Drive Capital February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 ECP Holdings February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions United Parcel Service Since Legacy Fast Radius' inception, UPS has contributed significant amounts of capital in the form of equity and debt to Legacy Fast Radius. UPS currently has investments in Common Stock. The Company has multiple agreements with UPS, which are summarized below. Legacy Fast Radius entered into a Discount Agreement in 2016 with UPS, which was amended in March 2017 and March 2019. Under the agreement, UPS performs advertising and brand marketing services for the Company. In exchange for the services, the Company has agreed to compensate UPS in the form of equity royalties which are determined based on 6 % of the Company’s gross revenues. The Company determined this arrangement qualifies as a nonmonetary transaction within ASC 718. As of June 30, 2022 and December 31, 2021, the Company recognized $ 3.4 million and $ 2.5 million as a related party accrued liability on the condensed consolidated balance sheets. The Company recognized $ 462 thousand and $ 837 thousand, respectively, during the three and six months ended June 30, 2022 and $ 292 thousand and $ 519 thousand, respectively, during the three and six months ended June 30, 2021 in sales and marketing expense on its condensed consolidated statements of net loss and comprehensive loss. Legacy Fast Radius entered into a warehouse rental agreement with UPS in January 2015. The Company leases space in a warehouse in Louisville, KY that is used for printing equipment, supplies, packages and shipping space. The Company paid $ 18 thousand and $ 35 thousand, respectively, in lease payments to UPS for the three and six months ended June 30, 2022 and $ 16 thousand and $ 33 thousand, respectively, for the three and six months ended June 30, 2021, respectively. Legacy Fast Radius entered into a shipping service agreement with UPS in 2016 (as amended in both 2017 and 2019) for which the Company receives pickup and delivery services. The Company paid $ 246 thousand and $ 697 thousand, respectively, for the three and six months ended June 30, 2022 and $ 265 thousand and $ 413 thousand, respectively, for the three and six months ended June 30, 2021 in fees to UPS for shipping services. Legacy Fast Radius entered into a sub-lease agreement with UPS in August 2018. The Company sub-leases office space from UPS in Singapore. The Company paid $ 1 thousand and $ 4 thousand, respectively, in the three and six months ended June 30, 2022 and $ 2 thousand and $ 4 thousand, respectively, in the three and six months ended June 30, 2021 in lease payments to UPS. Energize Venture Fund & Ironspring Venture Fund Energize Venture Fund LP (“Energize”) and Ironspring Venture Fund I, LP (“Ironspring”) have investments in the Company's Common Stock. On March 12, 2021, Legacy Fast Radius signed a convertible note agreement with Energize and Ironspring, which was funded on April 13, 2021. The Company received $ 7.6 million in proceeds related to these notes. The notes had a stated interest rate of 6 % and an effective interest rate of 58 %, with all principal and interest due at maturity. Interest expense recorded on the notes during the six months ended June 30, 2022 was $ 228 thousand. The notes, including accrued and unpaid interest, were converted into Common Stock upon close of the Business Combination. Legacy Fast Radius also issued warrants to purchase 140,000 shares of Legacy Fast Radius common stock to holders of Energize that were converted into Common Stock upon the close of the Business Combination. Drive Capital Drive Capital has an investment in the Company's Common Stock. On August 24, 2021, Legacy Fast Radius signed a convertible note agreement with Drive Capital, which was funded on August 24, 2021. Legacy Fast Radius received $ 3.0 million in proceeds related to these notes. The notes had a stated interest rate of 6 % and an effective interest rate of 17 %, with all principal and interest due at maturity. Interest expense recorded on the notes during the six months ended June 30, 2022 was $ 41 thousand. The notes, including accrued and unpaid interest, were converted into Common Stock upon close of the Business Combination. ECP Holdings On October 26, 2021, Legacy Fast Radius signed a convertible note agreement with Energy Capital Partners Holdings LP (“ECP Holdings”), an affiliate of ENNV, which was funded on October 26, 2021. Legacy Fast Radius received $ 7.0 million in proceeds related to these notes. The notes have a stated interest rate of 6 % and an effective interest rate of 16 %, with all principal and interest due at maturity. Interest expense recorded on the notes during the six months ended June 30, 2022 was $ 92 thousand. The notes, including accrued and unpaid interest, were converted into Common Stock upon close of the Business Combination. Palantir Concurrently with the execution of the Merger Agreement in 2021, ENNV entered into subscription agreements with the PIPE Investors, including Palantir, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ENNV agreed to issue and sell, to the PIPE Investors the PIPE Shares for a purchase price of $ 10.00 per share, or an aggregate purchase price of $ 75.0 million, in the PIPE Investment. The PIPE Investment closed concurrently with the Business Combination on February 4, 2022. In May 2021, Legacy Fast Radius entered into a master subscription agreement with Palantir in which Legacy Fast Radius committed to utilize software and services from Palantir over the next six years for a total of $ 45.0 million. The software and services are related to the Company’s future plan to provide automated intelligence solutions as a service following commercialization of the Company’s Cloud Manufacturing Platform. Upon close of the Merger in February 2022, the Company made a payment to Palantir of $ 9.4 million and the remaining non-cancellable future minimum payments due on this firm purchase agreement are $ 10.1 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates in Condensed Consolidated Financial Statements | Use of Estimates in Condensed Consolidated Financial Statements The preparation of the consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the periods presented. The Company’s most significant estimates and judgements involve valuation of the Company’s debt and equity securities (prior to the Business Combination), including assumptions made in the fair value of warrants, derivatives, and stock-based compensation; the useful lives of fixed assets; and allowances for doubtful accounts. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made. Other than the below, there have been no material changes to the Company's significant accounting policies from its audited consolidated financial statements included as Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on March 30, 2022. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Business Combination, Legacy Fast Radius' Series Seed, Seed-1, A-1, A-2, A-3, and B Convertible Preferred Stock (collectively the “Preferred Stock”) were classified in temporary equity as they contained terms that could force Legacy Fast Radius to redeem the shares for cash or other assets upon the occurrence of an event not solely within Legacy Fast Radius' control. Legacy Fast Radius adjusted the carrying values of the Preferred Stock each reporting period to the redemption value inclusive of any declared and unpaid dividends. All Preferred Stock previously classified as temporary equity was retroactively adjusted and reclassified to permanent equity as a result of the Business Combination. As a result of the Business Combination, each share of Preferred Stock that was then issued and outstanding was automatically converted into Legacy Fast Radius common stock, such that each converted share of Preferred Stock was no longer outstanding and ceased to exist. Each share of Legacy Fast Radius common stock, including the Legacy Fast Radius common stock issued upon conversion of Legacy Fast Radius Preferred Stock, was converted into and exchanged for 2.056 (the “Exchange Ratio”) shares of the Company’s common stock. The Exchange Ratio was established pursuant to the terms of the Merger Agreement. |
Warrants | Warrants At June 30, 2022, there were 15,516,639 warrants to purchase shares of common stock of the Company ("Common Stock"), consisting of 8,624,972 public warrants (the “Public Warrants”) and 6,891,667 private warrants held by the ENNV initial stockholders (the “Private Placement Warrants” and collectively with the Public Warrants, the “Warrants”). Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share. The Warrants expire on February 4, 2027 , or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the Company's initial public offering, except that the Private Placement Warrants and the shares of Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable and can be exercised on a cashless basis so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders of ENNV or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants when the price per share of Common Stock equals or exceeds $ 18.00 : In whole and not in part; At a price of $ 0.01 per Warrant; Upon not less than 30 days ’ prior written notice of redemption; If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. The Company may redeem the Public Warrants when the price per share of Common Stock equals or exceeds $ 10.00 : In whole and not in part; Upon not less than 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 Common Stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Common Stock; If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) 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. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. |
Significant Customers and Concentration of Credit Risks | Significant Customers and Concentration of Credit Risks The Company is subject to credit risk primarily through its accounts receivable. Credit is generally extended to customers based on a credit review. The credit review considers each customer’s financial condition, including the customer’s established credit rating or the Company’s assessment of the customer’s creditworthiness based on their financial statements absent a credit rating, local industry practices, and business strategy. A credit limit and terms are established for each customer based on the outcome of this review. The Company performs on-going credit evaluations of its customers and maintains allowances for potential credit losses which, when realized, have been within the range of management’s expectations. The Company generally does not require collateral. The Company regularly evaluates the credit risk of its customers. Significant customers are those that represent more than 10 % of the Company’s total revenue or accounts receivable. For the three months ended June 30, 2022, one customer accounted for approximately 11 % of the Company's revenue. For the six months ended June 30, 2022 and the three and six months ended June 30, 2021, no single customer accounted for more than 10 % of the Company's revenue. As of June 30, 2022, one customer accounted for approximately 15 % of the Company's accounts receivable. As of December 31, 2021, no single customer accounted for more than 10 % of the Company's accounts receivable. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation of Elements of Business Combination to Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Cash Flows | The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of stockholders’ equity (deficit) and cash flows for the six months ended June 30, 2022: (in thousands) Cash - ENNV trust and cash, net of redemptions $ 30,844 Cash - PIPE financing 75,000 Non-cash Convertible Note conversion 17,655 Non-cash Legacy Fast Radius warrant conversion 1,020 Liabilities paid on behalf of or assumed from ENNV ( 10,361 ) Fair value of assumed common stock warrants ( 5,847 ) Transaction costs recorded in equity ( 11,606 ) Net impact on total stockholders’ equity 96,705 Transaction costs not yet paid or paid in the prior year 6,450 Non-cash Convertible Note conversion ( 17,655 ) Non-cash Legacy Fast Radius warrant conversion ( 1,020 ) Liabilities paid on behalf of ENNV and classified as operating cash flows or assumed from ENNV and not yet paid 5,808 Non-cash fair value of assumed common stock warrants 5,847 Net impact on net cash provided by financing activities $ 96,135 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | The following table summarizes activity in the allowance for doubtful accounts for the three and six months ended June 30, 2022 and 2021 : (in thousands) Three months ended June 30, Six Months ended June 30, 2022 2021 2022 2021 Balance at beginning of period $ ( 850 ) $ ( 535 ) $ ( 930 ) $ ( 405 ) Uncollectible accounts (charged) credited to expense ( 649 ) ( 158 ) ( 569 ) ( 288 ) Uncollectible accounts written off (recovered) — ( 3 ) — ( 3 ) Balance at end of period $ ( 1,499 ) $ ( 696 ) $ ( 1,499 ) $ ( 696 ) |
Summary of Inventories | (in thousands) June 30, 2022 December 31, 2021 Raw materials $ 534 $ 433 Work-in-process 21 16 Finished Goods — — Total Inventories $ 555 $ 449 |
Summary of Property and Equipment, Net | (in thousands) June 30, 2022 December 31, 2021 Advanced manufacturing machinery & quality equipment $ 5,772 $ 5,705 Software 4,894 2,912 Computer & office hardware 1,226 1,149 Furniture and fixtures 235 39 Leasehold improvements 3,377 3,048 Construction in-progress 711 - Total property, plant and equipment 16,215 12,853 Accumulated depreciation and amortization ( 4,692 ) ( 3,325 ) Property, plant and equipment (net) $ 11,523 $ 9,528 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Instrument [Line Items] | |
Summary of Short and Long-term Debt | The following is a summary of short- and long-term debt: (in thousands) June 30, 2022 December 31, 2021 2020 MFS Loan $ 278 $ 314 Manufacturers Capital Promissory Notes 845 968 Related Party - Energize Convertible Debt - 7,600 2020 SVB Loan 8,558 10,225 2021 SVB Loan 20,868 20,800 Related Party - Drive Capital Convertible Debt - 3,000 Related Party - ECP Holdings Convertible Debt - 7,000 Total Outstanding Principal 30,549 49,907 Less: Discounts and deferred financing fees ( 1,829 ) ( 7,403 ) Total Outstanding Debt 28,720 42,504 Fair Value of Derivatives - 4,395 Total Debt and Derivative Liabilities $ 28,720 $ 46,899 |
Summary of Future Principal Repayments of Debt | The following is the summary of future principal repayments of debt: (in thousands) June 30, 2022 Remainder of 2022 $ 11,233 2023 15,160 2024 3,949 2025 207 Total $ 30,549 |
Related Party - Energize Convertible Debt | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes and Derivatives | The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 3,534 Net carrying amount of convertible note 4,066 Principal value of convertible note $ 7,600 Fair value of convertible note and derivative liability $ 9,936 Fair value of convertible note excluding derivative liability $ 7,446 Fair value Level Level 3 |
Related Party - Energize Convertible Debt | Energize Ventures Fund [Member] | Related Party Convertible Notes One [Member] | |
Debt Instrument [Line Items] | |
Summary of Interest Expense | The following provides a summary of the interest expense of the Company’s Related Party Convertible Notes I and Related Party Derivative Liability with Energize Ventures: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ - $ 97 $ 44 $ 97 Amortization of deferred financing costs and convertible debt discount - 283 184 283 Total Interest Expense $ - $ 380 $ 228 $ 380 Effective interest rate 0.0 % 58.3 % 58.3 % 58.3 % |
Convertible Debt [Member] | Drive Capital Fund [Member] | Related Party Convertible Notes Two [Member] | |
Debt Instrument [Line Items] | |
Summary of Interest Expense | The following provides a summary of interest expense on the Company’s Related Party Convertible Notes II and Related Party Derivative Liability with Drive Capital: (in thousands) Three Monhs Ended June 30, 2022 Six Months Ended June 30, 2022 Contractual interest expense $ - $ 17 Amortization of deferred financing costs and convertible debt discount - 24 Total Interest Expense $ - $ 41 Effective interest rate 0.0 % 17.1 % |
Summary of Convertible Notes and Derivatives | The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 474 Net carrying amount of convertible note 2,526 Principal value of convertible note $ 3,000 Fair value of convertible note and derivative liability $ 3,390 Fair value of convertible note excluding derivative liability $ 2,830 Fair value Level Level 3 |
Convertible Debt [Member] | Energy Capital Partners Holdings [Member] | Related Party Convertible Notes Three [Member] | |
Debt Instrument [Line Items] | |
Summary of Interest Expense | The following provides a summary of the interest expense of the Company’s Related Party Convertible Notes III and Related Party Derivative Liability with Energy Capital Partners Holdings: (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Contractual interest expense $ - $ 40 Amortization of deferred financing costs and convertible debt discount - 52 Total Interest Expense $ - $ 92 Effective interest rate 0.0 % 16.3 % |
Summary of Convertible Notes and Derivatives | The following provides a summary of the convertible notes and derivatives: As of (in thousands) December 31, 2021 Unamortized deferred issuance costs, derivative, and warrants $ 1,130 Net carrying amount of convertible note 5,870 Principal value of convertible note $ 7,000 Fair value of convertible note and derivative liability $ 7,829 Fair value of convertible note excluding derivative liability $ 6,484 Fair value Level Level 3 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Geographic Location | The Company is also presenting a disaggregation of revenue by geographical region (based on the external customer’s location) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenues Americas $ 6,786 $ 4,669 $ 12,825 $ 8,170 Europe 383 67 553 138 Asia Pacific 106 131 159 355 Total $ 7,275 $ 4,867 $ 13,537 $ 8,663 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Valuation Key Assumptions | The key assumptions used in this valuation are as follows. SPAC probability 95 % Remain private probability 5 % SPAC Market Value $ 736 million Conversion Ratio 2.056 Expected annual dividend yield 0.00 % Expected volatility 84 % Risk-free rate of return 0.71 % Expected option term (years) 1.4 years |
Summary of Stock Based Compensation Expense | Stock-based compensation expense was recorded in the following financial statement lines within the condensed consolidated statements of net loss and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of Revenues $ 27 $ 3 $ 142 $ 7 General and Administrative $ 1,834 $ 151 $ 19,379 $ 370 Selling & Marketing $ 196 $ 37 $ 1,379 $ 37 Research & Development $ 505 $ 16 $ 2,030 $ 47 |
Monte Carlo Simulation Valuation Model [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Valuation Key Assumptions | The valuation model incorporated the following key assumptions on the date of grant: Stock price $ 7.63 Expected volatility 30.1 % Expected term (years) 10.0 Risk-free rate 1.92 % Discount for lack of marketability 6.9 % |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Expenses | Restructuring expenses, which are comprised primarily of employee termination costs and non-cash asset impairments, were recorded in the following financial statement lines within the condensed consolidated statements of net loss and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of Revenues $ 160 $ - $ 160 $ - General and Administrative $ 276 $ - $ 276 $ - Selling & Marketing $ 143 $ - $ 143 $ - Research & Development $ 19 $ - $ 19 $ - |
Summary of Activity in Liability Related to Workforce Reduction Employee Termination Costs | The following table summarizes activity in the liability related to the Company’s workforce reduction employee termination costs (in thousands): Liability balance at December 31, 2021 $ - Charges 445 Payments - Liability balance at June 30, 2022 $ 445 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Numerator and Denominator for the Basic and Diluted Earnings | The reconciliation of the numerator and denominator for the basic and diluted earnings calculations for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Income (loss) available to common stockholders per share: Net loss $ ( 22,187 ) $ ( 15,105 ) $ ( 66,787 ) $ ( 27,891 ) Weighted average common shares outstanding: Basic and Diluted 75,635,501 41,586,759 69,082,330 41,165,974 Net loss per share - Basic and Diluted $ ( 0.29 ) $ ( 0.36 ) $ ( 0.97 ) $ ( 0.68 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value of Assets and Liabilities That are Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy are as follows: June 30, 2022 (in thousands) Quoted prices in Significant Significant (Level 1) (Level 2) (Level 3) Cash sweep accounts $ 37,864 $ - $ - Public warrants $ 653 $ - $ - Private placement warrants $ - $ 522 $ - December 31, 2021 (in thousands) Quoted prices in Significant Significant (Level 1) (Level 2) (Level 3) Cash sweep and money market accounts $ 8,702 $ - $ - Related party derivative liability $ - $ - $ 4,395 Legacy Fast Radius warrant liability $ - $ - $ 2,968 |
Summary of Changes in Fair Value of Derivative Liabilities | The following table includes a summary of the changes in fair value of the liability classified warrants issued to purchase Legacy Fast Radius common stock measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ 1,153 $ 2,014 $ 87 Additions — 481 — 988 Change in fair value — ( 184 ) ( 1,475 ) 375 Converted to common stock — ( 539 ) — Ending balance $ - $ 1,450 $ - $ 1,450 |
Summary of Weighted Average Significant Unobservable Inputs used in The Measuring The Derivative Liability | A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: Energize February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 Drive Capital February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 ECP Holdings February 4, 2022 December 31, 2021 Cost of debt 11.0 % 11.0 % Term (Years) 0.0 0.08 - 0.25 Present value factor 1 0.98 - 0.99 |
Common Share Warrants [Member] | Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Quantitative Information Regarding Fair Value Measurements Inputs | A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability for common share warrants categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: February 4, 2022 December 31, 2021 Legacy Fast Radius stock price $ 15.69 $ 28.28 Term (Years) N/A 10.71 Volatility N/A 84.40 % Risk-free rate of return N/A 1.52 % Dividend yield 0.00 % 0.00 % |
Series A Three Preferred Stock [Member] | Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Changes in Fair Value of Derivative Liabilities | The following table includes a summary of changes in fair value of the liability classified warrants issued to purchase Legacy Fast Radius series A-3 preferred stock measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ 806 $ 954 $ 112 Additions — — — — Change in fair value — ( 17 ) ( 473 ) 677 Converted to common stock — ( 481 ) — Ending balance $ - $ 789 $ - $ 789 |
Series A Three Preferred Share Warrants [Member] | Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Quantitative Information Regarding Fair Value Measurements Inputs | A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability for preferred share warrants is categorized within Level 3 of the fair value hierarchy as of February 4, 2022 (the conversion date) and December 31, 2021 is as follows: February 4, 2022 December 31, 2021 Legacy Fast Radius stock price 15.69 $ 30.19 Term (Years) N/A 11.26 Volatility N/A 83.10 % Risk-free rate of return N/A 1.54 % Dividend yield 0.00 % 0.00 % |
Related Party Convertible Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Changes in Fair value of Related Party Derivative Liabilities Related to Convertible Notes | The following table includes a summary of changes in fair value of the Company’s Related party derivative liabilities related to the convertible notes measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Beginning balance $ - $ - $ 4,395 $ - Additions — 2,415 — 2,415 Change in fair value — ( 6 ) ( 30 ) ( 6 ) Converted to common stock — — ( 4,365 ) — Ending balance $ - $ 2,409 $ - $ 2,409 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Organization And Basis Of Operations [Line Items] | ||
Number of operating segments | Segment | 1 | |
Accumulated deficit | $ | $ 215,121 | $ 123,493 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 Customer $ / shares shares | Jun. 30, 2021 Customer | Jun. 30, 2022 Customer $ / shares shares | Jun. 30, 2021 Customer | Dec. 31, 2021 Customer | Feb. 04, 2022 shares | Feb. 03, 2022 shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrants to purchase shares of common stock | shares | 15,516,639 | 15,516,639 | 15,516,639 | 15,516,667 | |||
Each warrant entitles to purchase number of shares | shares | 1 | 1 | |||||
Purchase price of warrants | $ 11.50 | $ 11.50 | |||||
Warrants expiration date | Feb. 04, 2027 | ||||||
Concentration of risk customer benchmark | 10% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of significant customers | Customer | 1 | 0 | 0 | 0 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Single Customer [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | 10% | 10% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 11% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of significant customers | Customer | 1 | 0 | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Single Customer [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 15% | ||||||
ENNV [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrants will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | ||||||
Public Warrants [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrants to purchase shares of common stock | shares | 8,624,972 | 8,624,972 | 8,624,972 | 8,625,000 | |||
Private Placement Warrants [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrants to purchase shares of common stock | shares | 6,891,667 | 6,891,667 | 6,891,667 | 6,891,667 | |||
Common Stock [Member] | ENNV [Member] | Redemption of Warrants When Price Per Share Equals or Exceeds 18 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Redemption of warrants price per share | $ 18 | $ 18 | |||||
Redemption price per warrant | 0.01 | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||
Minimum price per share required for redemption of warrants | 18 | $ 18 | |||||
Warrants redemption covenant, threshold trading days | 20 days | ||||||
Warrants redemption covenant threshold consecutive trading days | 30 days | ||||||
Common Stock [Member] | ENNV [Member] | Redemption of Warrants When Price Per Share Equals or Exceeds 10 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Redemption of warrants price per share | $ 10 | $ 10 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||
Adjusted last reported sale price per share on trading day | $ 10 | ||||||
Legacy Fast Radius Preferred and Common Stock Conversion [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Share conversion ratio | 2.056 | 2.056 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Feb. 04, 2022 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | Feb. 03, 2022 shares | Dec. 31, 2021 $ / shares shares | |
Business Acquisition [Line Items] | ||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Warrants outstanding | 15,516,639 | 15,516,639 | 15,516,667 | |
Tranche One | ||||
Business Acquisition [Line Items] | ||||
Merger Earn Out Shares to be issued in future | 5,000,000 | 5,000,000 | ||
Tranche Two | ||||
Business Acquisition [Line Items] | ||||
Merger Earn Out Shares to be issued in future | 5,000,000 | 5,000,000 | ||
ENNV [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock convertible, right to receive shares | 2.056 | |||
Share authorized | 351,000,000 | |||
Common stock, shares authorized | 350,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Exercise price | $ / shares | $ 2.3 | |||
Merger Earn Out Shares to be issued in future | 10,000,000 | |||
Net increase in cash and cash equivalents | $ | $ 73 | |||
ENNV [Member] | Legacy Fast Radius Warrants | ||||
Business Acquisition [Line Items] | ||||
Conversion of warrants to shares common stock | 2,200,000 | |||
ENNV [Member] | Legacy Fast Radius Convertible Notes | ||||
Business Acquisition [Line Items] | ||||
Conversion of convertible notes to shares of common stock | 2,000,000 | |||
ENNV [Member] | PIPE Shares | ||||
Business Acquisition [Line Items] | ||||
Share issued in acquisition | 7,500,000 | |||
Aggregate purchase price of shares | $ | $ 75 | |||
Share issued in acquisition per share | $ / shares | $ 10 | |||
ENNV [Member] | Public Warrants | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | 8,624,972 | |||
ENNV [Member] | Private Warrants | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | 6,891,667 | |||
ENNV [Member] | Tranche One | ||||
Business Acquisition [Line Items] | ||||
Sponsor Earn Out Shares issued | 407,000 | |||
Sponsor Earn Out Shares hurdle price | 15 | |||
ENNV [Member] | Tranche Two | ||||
Business Acquisition [Line Items] | ||||
Sponsor Earn Out Shares issued | 407,000 | |||
Sponsor Earn Out Shares hurdle price | 20 | |||
Restricted Stock Unit | ENNV [Member] | ||||
Business Acquisition [Line Items] | ||||
Exercise price | $ / shares | $ 2.3 | |||
Merger Earn Out Shares | ENNV [Member] | Tranche One | ||||
Business Acquisition [Line Items] | ||||
Share issued in acquisition per share | $ / shares | 15 | $ 15 | ||
Merger Earn Out Shares | ENNV [Member] | Tranche Two | ||||
Business Acquisition [Line Items] | ||||
Share issued in acquisition per share | $ / shares | $ 20 | $ 20 | ||
Sponsor Earn Out Shares | ENNV [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares of common stock held by Sponsor | 10% |
Business Combinations - Schedul
Business Combinations - Schedule of Reconciliation of Elements of Business Combination to Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Cash Flows (Details) - ENNV [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Non-cash Convertible Note conversion | $ 17,655 |
Liabilities paid on behalf of or assumed from ENNV | (10,361) |
Fair value of assumed common stock warrants | (5,847) |
Transaction costs recorded in equity | (11,606) |
Net impact on total stockholders' equity | 96,705 |
Transaction costs not yet paid or paid in the prior year | 6,450 |
Non-cash Convertible Note conversion | (17,655) |
Liabilities paid on behalf of ENNV and classified as operating cash flows or assumed from ENNV and not yet paid | 5,808 |
Non-cash fair value of assumed common stock warrants | 5,847 |
Net impact on net cash provided by financing activities. | 96,135 |
ENNV Trust and Cash, Net of Redemptions [Member] | |
Business Acquisition [Line Items] | |
Cash | 30,844 |
PIPE Financing [Member] | |
Business Acquisition [Line Items] | |
Cash | 75,000 |
Legacy Fast Radius Warrant Conversion [Member] | |
Business Acquisition [Line Items] | |
Non-cash Legacy Fast Radius warrant conversion | 1,020 |
Non-cash Legacy Fast Radius warrant conversion | $ (1,020) |
Supplemental Financial Inform_3
Supplemental Financial Information - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ (850) | $ (535) | $ (930) | $ (405) |
Uncollectible accounts (charged) credited to expense | (649) | (158) | (569) | (288) |
Uncollectible accounts written off (recovered) | (3) | (3) | ||
Balance at end of period | $ (1,499) | $ (696) | $ (1,499) | $ (696) |
Supplemental Financial Inform_4
Supplemental Financial Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 534 | $ 433 |
Work-in-process | 21 | 16 |
Total Inventories | $ 555 | $ 449 |
Supplemental Financial Inform_5
Supplemental Financial Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 16,215 | $ 12,853 |
Accumulated depreciation and amortization | (4,692) | (3,325) |
Property, plant and equipment (net) | 11,523 | 9,528 |
Advanced Manufacturing Machinery & Quality Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 5,772 | 5,705 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 4,894 | 2,912 |
Computer & Office Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,226 | 1,149 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 235 | 39 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,377 | $ 3,048 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 711 |
Supplemental Financial Inform_6
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued and Other Liabilities [Member] | ||
Concentration Risk [Line Items] | ||
Cost associated with Business Combination | $ 10.5 | $ 6.3 |
Debt - Summary of Short and Lon
Debt - Summary of Short and Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 30,549 | $ 49,907 |
Less: Discounts and deferred financing fees | (1,829) | (7,403) |
Total | 28,720 | 42,504 |
Fair Value of Derivatives | 0 | 4,395 |
Total Debt and Derivative Liabilities | 28,720 | 46,899 |
2020 MFS Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 278 | 314 |
Manufacturers Capital Promissory Notes | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 845 | 968 |
Related Party - Energize Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 7,600 |
2020 SVB Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 8,558 | 10,225 |
2021 SVB Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 20,868 | 20,800 |
Related Party - Drive Capital Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 3,000 |
Related Party - ECP Holdings Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 0 | $ 7,000 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Repayments of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Maturities of Long-term Debt [Abstract] | ||
Remainder of 2022 | $ 11,233 | |
2023 | 15,160 | |
2024 | 3,949 | |
2025 | 207 | |
Outstanding Principal | $ 30,549 | $ 49,907 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||||||
Feb. 04, 2022 | Feb. 03, 2022 | Oct. 26, 2021 | Aug. 23, 2021 | Mar. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 24, 2021 | Apr. 13, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Repayment of term loans | $ (3,826) | $ (571) | ||||||||
Outstanding Principal | $ 30,549 | $ 49,907 | ||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Embedded derivative, fair value of embedded derivative liability | $ 0 | 4,395 | ||||||||
Energy Capital Partners Holdings LP [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument stated percentage | 6% | |||||||||
Principal amount | $ 7,000 | |||||||||
Fast Radius [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument maturity date | Apr. 13, 2023 | |||||||||
Common Stock [Member] | Related Party Convertible Notes Three [Member] | Energy Capital Partners Holdings LP [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 2,000,000 | |||||||||
Conversion of shares into predecessor company | 990,000 | |||||||||
2021 SVB Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Principal | 20,868 | 20,800 | ||||||||
Two Thousand And Twenty One Silicon Valley Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument maturity date | Apr. 03, 2023 | |||||||||
Repayment of term loans | $ (2,000) | |||||||||
Outstanding Principal | 20,000 | |||||||||
Fee on outstanding principal balance of loan | $ 800 | 2,100 | ||||||||
Monthly principal payment beginning September 1, 2022 | 2,400 | |||||||||
Two Thousand And Twenty One Silicon Valley Bank [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 6% | |||||||||
Related Party - Energize Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Principal | 0 | 7,600 | ||||||||
Fair value of derivative liability | 2,500 | |||||||||
Gain (loss) on derivative | 47 | |||||||||
Related Party - Energize Convertible Debt | Fast Radius [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument stated percentage | 6% | |||||||||
Principal amount | $ 7,600 | |||||||||
Exercise price of warrants | $ 0.01 | |||||||||
Related Party - Energize Convertible Debt | Maximum | Fast Radius [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of warrants to shares common stock | 140,000 | |||||||||
Related Party - Drive Capital Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Principal | 0 | 3,000 | ||||||||
Fair value of derivative liability | $ 600 | |||||||||
Gain (loss) on derivative | $ (5) | |||||||||
Related Party - Drive Capital Convertible Debt | Fast Radius [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument maturity date | Aug. 23, 2023 | |||||||||
Debt instrument stated percentage | 6% | |||||||||
Principal amount | $ 3,000 | |||||||||
Convertible Debt [Member] | Related Party Convertible Notes Three [Member] | Energy Capital Partners Holdings LP [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from convertible debt | $ 7,000 | |||||||||
Related party transaction rate | 6% | |||||||||
Long-term debt, maturity date | Oct. 26, 2023 | |||||||||
Embedded derivative, fair value of embedded derivative liability | $ 1,300 | |||||||||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | $ 12 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs and convertible debt discount | $ 2,764 | $ 385 | ||
Total Interest Expense | $ 1,313 | $ 504 | 3,977 | 549 |
Convertible Debt [Member] | Energize Ventures Fund [Member] | Related Party Convertible Notes One [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 97 | 44 | 97 | |
Amortization of deferred financing costs and convertible debt discount | 283 | 184 | 283 | |
Total Interest Expense | $ 380 | $ 228 | $ 380 | |
Effective interest rate | 0% | 58.30% | 58.30% | 58.30% |
Convertible Debt [Member] | Energy Capital Partners Holdings LP [Member] | Related Party Convertible Notes Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 40 | |||
Amortization of deferred financing costs and convertible debt discount | 52 | |||
Total Interest Expense | $ 92 | |||
Effective interest rate | 0% | 16.30% | ||
Convertible Debt [Member] | Drive Capital Fund [Member] | Related Party Convertible Notes Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 17 | |||
Amortization of deferred financing costs and convertible debt discount | 24 | |||
Total Interest Expense | $ 41 | |||
Effective interest rate | 0% | 17.10% |
Debt - Summary of Convertible N
Debt - Summary of Convertible Notes and Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Net carrying amount of convertible note | $ 28,720 | $ 42,504 |
Principal value of convertible note | 30,549 | 49,907 |
Related Party - Energize Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal value of convertible note | 0 | 7,600 |
Related Party - Drive Capital Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal value of convertible note | $ 0 | 3,000 |
Convertible Debt [Member] | Energy Capital Partners Holdings LP [Member] | Related Party Convertible Notes Three [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred issuance costs, derivative, and warrants | 1,130 | |
Net carrying amount of convertible note | 5,870 | |
Principal value of convertible note | 7,000 | |
Fair value of convertible note and derivative liability | 7,829 | |
Fair value of convertible note excluding derivative liability | 6,484 | |
Convertible Debt [Member] | Energize Ventures Fund [Member] | Related Party Convertible Notes One [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred issuance costs, derivative, and warrants | 3,534 | |
Net carrying amount of convertible note | 4,066 | |
Principal value of convertible note | 7,600 | |
Fair value of convertible note and derivative liability | 9,936 | |
Fair value of convertible note excluding derivative liability | 7,446 | |
Convertible Debt [Member] | Drive Capital Fund [Member] | Related Party Convertible Notes Two [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred issuance costs, derivative, and warrants | 474 | |
Net carrying amount of convertible note | 2,526 | |
Principal value of convertible note | 3,000 | |
Fair value of convertible note and derivative liability | 3,390 | |
Fair value of convertible note excluding derivative liability | $ 2,830 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | May 31, 2021 | Dec. 31, 2021 | |
Cost of Revenues | |||
Commitments And Contingencies [Line Items] | |||
Charge amount recognized | $ 1 | ||
Master Subscription Agreement [Member] | Palantir [Member] | |||
Commitments And Contingencies [Line Items] | |||
Master subscription agreement period | 6 years | ||
Subscription agreement,commitment amount for utilization of software and services with related party | $ 45 | ||
Commitment amount remaining non cancellable future minimum payments due on the firm purchase agreement With Related Party. | $ 10.1 | ||
Payment made to related party upon close of the merger | $ 9.4 |
Equity - Additional Information
Equity - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
May 11, 2022 USD ($) $ / shares shares | Feb. 04, 2022 $ / shares shares | Feb. 03, 2022 shares | Mar. 31, 2022 shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class Of Stock [Line Items] | ||||||
Shares authorized to sell | 350,000,000 | 350,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one vote per share | |||||
Common stock, shares issued | 75,535,463 | 39,656,951 | ||||
Common stock, shares outstanding | 75,535,463 | |||||
RSUs vested not yet been settled and issued | 1,800,000 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares outstanding | 0 | |||||
Conversion of outstanding preferred stock to shares of common stock | 32,900,000 | |||||
Warrants to purchase shares of common stock | 15,516,639 | 15,516,667 | 15,516,639 | |||
Each warrant entitles to purchase number of shares | 1 | |||||
Purchase price of warrants | $ / shares | $ 11.50 | |||||
Warrants expiration date | Feb. 04, 2027 | |||||
ENNV [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Share conversion ratio | 2.056 | |||||
Shares authorized to sell | 350,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Merger Earn Out Shares to be issued in future | 10,000,000 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Tranche One | ||||||
Class Of Stock [Line Items] | ||||||
Merger Earn Out Shares to be issued in future | 5,000,000 | 5,000,000 | ||||
Tranche One | Merger Earn Out Shares | ENNV [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Share issued in acquisition per share | $ / shares | $ 15 | $ 15 | ||||
Tranche Two | ||||||
Class Of Stock [Line Items] | ||||||
Merger Earn Out Shares to be issued in future | 5,000,000 | 5,000,000 | ||||
Tranche Two | Merger Earn Out Shares | ENNV [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Share issued in acquisition per share | $ / shares | $ 20 | $ 20 | ||||
Lincoln Park Capital Fund, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Equity line of credit arrangement | the Company may direct Lincoln Park to purchase additional shares of Common Stock in accelerated purchases (each, an “Accelerated Purchase”) up to the lower of: (i) three times the number of shares of Common Stock purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the trading volume on the date of each such accelerated purchase or such shorter period as provided under the Purchase Agreement. The purchase price for the additional shares is 97% of the lesser of:•the closing sale price for the Common Stock on the date of sale; or•the accelerated purchase date's volume weighted average price of the Common Stock on the date of sale. | |||||
Maximum | Lincoln Park Capital Fund, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Value of common stock obligated to purchase | $ | $ 30,000,000 | |||||
Purchase Agreement [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 728,385 | |||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Shares authorized to sell | 14,643,920 | |||||
Percentage of common stock beneficially owing | 9.99% | |||||
Upper limits on the price per share | $ / shares | $ 0 | |||||
Sale of stock, description of transaction | The purchase price per share for each Regular Purchase will be the lower of: (i) the lowest sale price of Common Stock during the purchase date, or (ii) the average of the three lowest closing sale prices of Common Stock in the ten business days prior to the purchase date. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. | |||||
Percentage of common stock outstanding | 19.99% | |||||
Maximum committed purchase obligation | $ | $ 2,000,000 | |||||
Average price of common stock | $ / shares | $ 0.62 | |||||
Additional shares issued as commitment fee | 182,096 | |||||
Fair value of commitment fee | $ | $ 452,000 | |||||
Purchase Agreement [Member] | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 100,000 | |||||
Purchase Agreement [Member] | Maximum | Lincoln Park Capital Fund, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Sale of stock, increased number of shares issued in transaction | $ | $ 400,000 | |||||
Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercised, shares | 2,200,000 | 2,240,000 | ||||
Common Stock [Member] | Legacy Fast Radius Warrants [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercised, shares | 1,100,000 | |||||
Public Warrants [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase shares of common stock | 8,624,972 | 8,625,000 | 8,624,972 | |||
Private Warrants [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase shares of common stock | 6,891,667 | 6,891,667 | 6,891,667 | |||
Legacy Fast Radius Preferred and Common Stock Conversion [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Share conversion ratio | 2.056 | |||||
Conversion of outstanding preferred stock to shares of common stock | 16,000,000 |
Revenues (Additional Informatio
Revenues (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | $ 0 | $ 0 | $ 0 | ||
Revenues | 7,275,000 | $ 4,867,000 | 13,537,000 | $ 8,663,000 | |
Contract assets | 0 | 0 | $ 0 | ||
Shipping and Handling Fees [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 395,000 | $ 163,000 | $ 784,000 | $ 220,000 |
Revenues - Summary of Revenue b
Revenues - Summary of Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 7,275 | $ 4,867 | $ 13,537 | $ 8,663 |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,786 | 4,669 | 12,825 | 8,170 |
Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 383 | 67 | 553 | 138 |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 106 | $ 131 | $ 159 | $ 355 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 04, 2022 | Feb. 02, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Business combination valuation trigger amount | $ 1,500,000,000 | |||||
Share based compensation expense | $ 2,600,000 | $ 200,000 | 22,900,000 | $ 500,000 | ||
Share-based Payment Arrangement, Expense, Tax Benefit | $ 0 | |||||
2022 Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation, plan description | Under the terms of the ESPP, employees can elect to have amounts of their annual compensation withheld, up to a maximum set by the Board, to purchase shares of Common Stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of Common Stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. | |||||
Common Stock reserved for issuance | 2,150,000 | |||||
Shares purchased under ESPP | 0 | 0 | ||||
Purchase price of common stock as a percentage of fair value | 85% | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted for issuance | $ 12,000,000 | $ 12,000,000 | ||||
Stock compensation period recognized period | 2 years | |||||
Unrecognized stock-based compensation expense | $ 28,800,000 | $ 28,800,000 | ||||
2022 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 11,000,000 | 11,000,000 | ||||
Earnout shares per share | $ 15 | $ 15 | ||||
2022 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of RSUs granted | 3,100,000 | 10,300,000 | ||||
2017 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Earnout shares per share | $ 20 | $ 20 | ||||
Share based compensation expense | $ 18,700,000 | |||||
Standard Restricted Stock Units [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment award, Award requisite service period | 4 years | |||||
Percentage of restricted stock units award outstanding | 25% | |||||
Share based compensation arrangement by share based payment award, Award vesting rights | whereby the award vests 25% on the one-year anniversary of the vesting commencement date | |||||
Share based compensation arrangement by share based payment award, Award vesting period | 36 months | |||||
Percentage of shares eligible for vest | 25% | |||||
Founder Restricted Stock Unit [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment award, Award vesting rights | Founder RSUs include a portion that vested upon the closing of the Business Combination, and a portion that will vest on the first day following the lapse of the Lock-Up Period, the first 180 days from the consummation of the Business Combination, on which the Company Valuation equals or exceeds $1.5 billion | |||||
CEO Mr. Rassey [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $ 11,600,000 | |||||
Stock compensation period recognized period | 8 years | |||||
CEO Mr. Rassey [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of restricted stock units award outstanding | 10% | |||||
Shares granted | 6,000,000 | |||||
Percentage of shares eligible for vest | 10% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary Of Black-Scholes Option-Pricing Model (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
SPAC probability | 95% |
Remain private probability | 5% |
SPAC Market Value | $ 736 |
Conversion Ratio | 2.056% |
Expected annual dividend yield | 0% |
Expected volatility | 84% |
Risk-free rate of return | 0.71% |
Expected option term (years) | 1 year 4 months 24 days |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Valuation Model Incorporated Following Key Assumptions on Date of Grant (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 84% |
Expected option term (years) | 1 year 4 months 24 days |
Risk-free rate of return | 0.71% |
Monte Carlo Simulation Valuation Model [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price | $ 7.63 |
Expected volatility | 30.10% |
Expected option term (years) | 10 years |
Risk-free rate of return | 1.92% |
Discount for lack of marketability | 6.90% |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary Of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 2,600 | $ 200 | $ 22,900 | $ 500 |
Cost of Revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 27 | 3 | 142 | 7 |
General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 1,834 | 151 | 19,379 | 370 |
Selling and Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 196 | 37 | 1,379 | 37 |
Research & Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 505 | $ 16 | $ 2,030 | $ 47 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Incurred costs | $ 598 |
Non-Cash Asset Impairments [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Incurred costs | $ 153 |
Board of Directors [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Percentage of workforce reduction | 20% |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Expenses (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | $ 598 | ||
Cost of Revenues [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | $ 160 | $ 160 | |
General and Administrative [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | 276 | 276 | |
Selling & Marketing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | 143 | 143 | |
Research & Development [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | $ 19 | $ 19 |
Restructuring - Summary of Acti
Restructuring - Summary of Activity in Liability Related to Workforce Reduction Employee Termination Costs (Details) - Employee Termination Costs [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges | $ 445 |
Liability balance at June 30, 2022 | $ 445 |
Taxes - Additional Information
Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Reconciliation of the Numerator and Denominator for the Basic and Diluted Earnings (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income (loss) available to common stockholders per share: | ||||||
Net Loss | $ (22,187) | $ (44,600) | $ (15,105) | $ (12,786) | $ (66,787) | $ (27,891) |
Weighted average common shares outstanding: | ||||||
Basic and Diluted | 75,635,501 | 41,586,759 | 69,082,330 | 41,165,974 | ||
Net loss per share - Basic and Diluted | $ (0.29) | $ (0.36) | $ (0.97) | $ (0.68) |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities | 44 | 11 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash sweep and money market accounts | $ 37,864 | $ 8,702 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash sweep and money market accounts | 37,864 | 8,702 |
Public warrants | 653 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement warrants | $ 522 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party derivative liability | 4,395 | |
Legacy Fast Radius warrant liability | $ 2,968 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Warrants (Details) - Warrant [Member] - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Share Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liability, beginning balance | $ 1,153 | $ 2,014 | $ 87 |
Additions | 481 | 988 | |
Change in fair value | (184) | (1,475) | 375 |
Converted to common stock | (539) | ||
Fair value of liability, ending balance | 1,450 | 1,450 | |
Series A Three Preferred Share Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liability, beginning balance | 806 | 954 | 112 |
Change in fair value | (17) | (473) | 677 |
Fair value of liability, ending balance | $ 789 | $ 481 | $ 789 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |
Fair value transfers between Levels | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements Inputs (Details) - Warrants [Member] - Level 3 | Feb. 04, 2022 | Dec. 31, 2021 yr |
Common Share Warrants [Member] | Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 15.69 | 28.28 |
Common Share Warrants [Member] | Term (Years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10.71 | |
Common Share Warrants [Member] | Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 84.40 | |
Common Share Warrants [Member] | Risk-Free Rate of Return | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.52 | |
Common Share Warrants [Member] | Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Series A Three Preferred Share Warrants [Member] | Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 15.69 | 30.19 |
Series A Three Preferred Share Warrants [Member] | Term (Years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.26 | |
Series A Three Preferred Share Warrants [Member] | Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 83.10 | |
Series A Three Preferred Share Warrants [Member] | Risk-Free Rate of Return | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.54 | |
Series A Three Preferred Share Warrants [Member] | Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Changes in Fair Value of Related Party Derivative Liabilities Related to Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value | $ 0 | $ 6 | $ 30 | $ 6 |
Ending balance | 2,409 | 2,409 | ||
Related Party Convertible Notes [Member] | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 4,395 | |||
Additions | 2,415 | 2,415 | ||
Change in fair value | (6) | (30) | (6) | |
Converted to common stock | $ (4,365) | |||
Ending balance | $ 2,409 | $ 2,409 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Weighted Average Significant Unobservable Inputs Used in the Measuring the Derivative Liability (Details) - Level 3 [Member] | Feb. 04, 2022 yr | Dec. 31, 2021 yr |
Energize Ventures Fund [Member] | Cost of debt | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 11 | 11 |
Energize Ventures Fund [Member] | Term (Years) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0 | |
Energize Ventures Fund [Member] | Term (Years) | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.08 | |
Energize Ventures Fund [Member] | Term (Years) | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.25 | |
Energize Ventures Fund [Member] | Present value factor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 1 | |
Energize Ventures Fund [Member] | Present value factor | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.98 | |
Energize Ventures Fund [Member] | Present value factor | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.99 | |
Drive Capital Fund [Member] | Cost of debt | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 11 | 11 |
Drive Capital Fund [Member] | Term (Years) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0 | |
Drive Capital Fund [Member] | Term (Years) | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.08 | |
Drive Capital Fund [Member] | Term (Years) | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.25 | |
Drive Capital Fund [Member] | Present value factor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 1 | |
Drive Capital Fund [Member] | Present value factor | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.98 | |
Drive Capital Fund [Member] | Present value factor | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.99 | |
Energy Capital Partners Holdings [Member] | Cost of debt | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 11 | 11 |
Energy Capital Partners Holdings [Member] | Term (Years) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0 | |
Energy Capital Partners Holdings [Member] | Term (Years) | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.08 | |
Energy Capital Partners Holdings [Member] | Term (Years) | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.25 | |
Energy Capital Partners Holdings [Member] | Present value factor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 1 | |
Energy Capital Partners Holdings [Member] | Present value factor | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.98 | |
Energy Capital Partners Holdings [Member] | Present value factor | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Related Party Derivative Liability Measurement Input | 0.99 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 04, 2022 | Mar. 12, 2021 | Feb. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 26, 2021 | Aug. 24, 2021 | May 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds of shares issued | $ 75,000 | |||||||||||
Common stock, shares outstanding | 75,535,463 | 75,535,463 | ||||||||||
Due to related parties, current | $ 3,350 | $ 3,350 | $ 2,513 | |||||||||
Selling and marketing expense | 5,877 | $ 5,283 | 12,213 | $ 8,752 | ||||||||
PIPE Shares | ENNV [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share issued in acquisition per share | $ 10 | |||||||||||
Aggregate purchase price of shares | $ 75,000 | |||||||||||
Fast Radius [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument maturity date | Apr. 13, 2023 | |||||||||||
United Parcel Service [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties, current | 3,400 | 3,400 | $ 2,500 | |||||||||
Selling and marketing expense | 462 | 292 | 837 | 519 | ||||||||
United Parcel Service [Member] | Warehouse Rental Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease, payments | 18 | 16 | 35 | 33 | ||||||||
United Parcel Service [Member] | Shipping Service Agreement [Member] | Shipping and Handling [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party costs | $ 246 | 265 | $ 697 | 413 | ||||||||
United Parcel Service [Member] | Revenue Benchmark [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of equity royalties allotted for the service provided | 6% | 6% | ||||||||||
United Parcel Service [Member] | Office Space [Member] | Sublease Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease, payments | $ 1 | $ 2 | $ 4 | $ 4 | ||||||||
Energize Venture Fund Iron Spring Venture Fund [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued | 140,000 | |||||||||||
Energize Venture Fund Iron Spring Venture Fund [Member] | Convertible Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 7,600 | |||||||||||
Debt instrument stated percentage | 6% | |||||||||||
Debt Instrument, face amount | $ 7,600 | |||||||||||
Debt instrument, interest rate, effective percentage | 58% | |||||||||||
Interest expense, debt | $ 228 | |||||||||||
Palantir [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Software commitment fee paid | $ 9,400 | |||||||||||
Future software commitment fees | $ 10,100 | |||||||||||
Palantir [Member] | Private Placement [Member] | PIPE Shares | ENNV [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share issued in acquisition per share | $ 10 | |||||||||||
Aggregate purchase price of shares | $ 75,000 | |||||||||||
Palantir [Member] | Master Subscription Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total potential fee under software arrangement | $ 45,000 | |||||||||||
Energy Capital Partners Holdings LP [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 7,000 | |||||||||||
Debt instrument stated percentage | 6% | |||||||||||
Debt Instrument, face amount | $ 7,000 | |||||||||||
Debt instrument, interest rate, effective percentage | 16% | |||||||||||
Interest expense, debt | 92 | |||||||||||
Drive Capital [Member] | Convertible Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 3,000 | |||||||||||
Debt instrument stated percentage | 6% | |||||||||||
Debt Instrument, face amount | $ 3,000 | |||||||||||
Debt instrument, interest rate, effective percentage | 17% | |||||||||||
Interest expense, debt | $ 41 |