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As filed with the Securities and Exchange Commission on ~~April 21~~August 23, 2022

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FAST RADIUS, INC.

(Exact name of registrant as specified in its charter)

charter)


Delaware	3559	85-3692788
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

113 N. May Street

Chicago, Illinois 60607

(888)

787-1629

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lou Rassey

Chief Executive Officer

c/o Fast Radius, Inc.

113 N. May Street

Chicago, Illinois 60607

(312)

~~787~~319-~~1629~~1060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua M. Samek, Esq.

Drew M. Valentine, Esq.

DLA Piper LLP (US)

200 South Biscayne Boulevard, Suite 2500

Miami, Florida 33131

(305)

423-8500

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated ~~April 21~~August 23, 2022

PROSPECTUS

Fast Radius, Inc.

Up to 8314,~~205~~643,~~321~~920 Shares of Common Stock

UpThis prospectus relates to 6the resale,~~891~~ from time to time,~~667~~ ~~Warrants~~of up to 14,643,920 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder, Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park” or the “selling stockholder”).

The shares of Common Stock to which this prospectus relates includes shares that have been or may be issued to Lincoln Park pursuant to a purchase agreement between us and Lincoln Park dated May 11, 2022 (the “Purchase Agreement”). On May 11, 2022, we issued 728,385 shares of Common Stock to Lincoln Park, and we are obligated to issue an additional 182,096 shares of Common Stock to Lincoln Park on the date of the first Regular Purchase (as defined below), in each case as consideration for its irrevocable commitment to purchase our Common Stock under the Purchase Agreement.

~~Private~~We ~~Placement~~may ~~Warrants~~receive gross proceeds of up to $30,000,000 from the sale of shares to Lincoln Park under the Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Purchase Agreement.

~~Sponsor~~Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act. See “Plan of Distribution” on page 149 for more information about how Lincoln Park may sell the shares of common stock being registered pursuant to this prospectus.

~~GSAM~~Lincoln Park may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. The price that Lincoln Park will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our Common Stock. While the Purchase Agreement limits the rate at which we can sell shares of Common Stock to Lincoln Park, the number of shares of Common Stock that we can sell to Lincoln Park under the Purchase Agreement could constitute a considerable percentage of our public float at the time of such sales. As a result, the resale by Lincoln Park of shares of our Common Stock pursuant to this prospectus could have a significant negative impact on the trading price of our Common Stock. See “Lincoln Park Transaction” on page 151 for more information.

In addition, we have filed a separate registration statement registering the issuance to and resale by certain third parties unrelated to Lincoln Park of certain shares of Common Stock and/or warrants to purchase shares of our Common Stock (“

Warrants

”) issued prior to, or in connection with, our initial public offering (the “

ENNV IPO

” or “

Initial Public Offering

”) on February 11, 2021, and the Business Combination. Any sales of such shares into the public market by such certain third parties unrelated to Lincoln Park could similarly have a significant negative impact on the trading price of our Common Stock.

~~Forward~~We ~~Purchase~~have ~~Warrants~~agreed to bear all of the expenses incurred in connection with the registration of the shares to which this prospectus relates. Lincoln Park will pay or assume discounts, commissions, and fees of underwriters, selling brokers or dealer managers, if any, incurred in connection with the sale of shares of our Common Stock.

~~Warrants~~The shares of Common Stock being offered for resale pursuant to this prospectus by the selling stockholder represent approximately 13.1% of shares outstanding on a fully diluted basis as of August 5, 2022. Given the substantial number of shares of Common Stock being registered for potential resale by selling stockholder pursuant to this prospectus, the sale of shares by the selling stockholder, or the perception in the market that the selling stockholder intends to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock.

~~Company~~We are registering the shares of Common Stock for resale pursuant to the selling stockholder’s registration rights under certain agreements between us and the selling stockholder. Our registration of the shares covered by this prospectus does not mean that the selling stockholder will offer or sell any of the shares of Common Stock. The selling stockholder may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of Common Stock, except with respect to amounts received by us upon the sale of shares of Common Stock to Lincoln Park pursuant to the Purchase Agreement.

We are a “smaller reporting company” and an “emerging growth company” as those terms are defined in Section 2(a) of the Securities Act of 1933, as amended (the “

Forward Purchase Agreement

• up to 8,625,000 shares of Common Stock issued to the Sponsor and GSAM prior to the ENNV IPO (the “Founder Shares”);

• up to 6,266,667 shares of Common Stock that are issuable by us upon exercise of the Private Placement Warrants (the “Private Warrant Shares”);

• up to 625,000 shares of Common Stock that are issuable by us upon exercise of the Forward Purchase Warrants (the “Forward Purchase Warrant Shares”);

• up to 8,625,000 shares (the “Public Warrant Shares,” and together with the Private Warrant Shares and the Forward Purchase Warrant Shares, the “Warrant Shares”) of Common Stock that are issuable by us upon exercise of the public warrants (the “Public Warrants”) that were sold as part of the units in the ENNV IPO and that were previously registered;

• up to 125,000 shares (the “Forward Purchase Shares”) that were issued and sold under the Forward Purchase Agreement to GSAM;

• up to 755,461 shares (the “ECP Notes Shares”) that were issued upon conversion of certain convertible notes issued by Legacy Fast Radius (as defined below) to an affiliate of the Sponsor;

• up to 7,500,000 shares of Common Stock (the “PIPE Shares”) issued to certain investors (the “PIPE Investors”) in private placements that closed concurrently with the Business Combination (as defined below);

• up to 39,286,460 shares of outstanding Common Stock held by certain of our directors, officers and affiliates (collectively, the “Insider Shares”);

• up to 7,196,224 shares of Common Stock (the “Control Earnout Shares”), which our directors, officers and affiliates have the contingent right to receive upon our stock achieving certain trading price milestones on or prior to February 4, 2027;

• up to 2,661,465 shares of Common Stock issuable upon exercise of outstanding options (the “Options” and the shares issuable upon exercise thereof, the “Option Shares”);

• up to 970,952 shares of Common Stock underlying nonvested RSUs (the “Executive RSUs” and the shares subject to vesting thereunder, the “RSU Shares”) held by certain of our directors and officers that are subject to certain time-based vesting conditions; and

• up to 568,092 shares of Common Stock underlying outstanding restricted stock awards (the “Executive RSAs” and the shares subject to vesting thereunder, the “RSA Shares” held by certain of our directors and officers that are subject to certain time-based vesting conditions.

We refer to the Insider Shares, the Control Earnout Shares, the Option Shares, the RSU Shares and the RSA Shares, collectively, as the “Control Shares.”

Plan of Distribution

Securities Act

”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company and an emerging growth company.

Our Common Stock is listed on The Nasdaq Stock Market LLC (“

NASDAQ

”) under the symbols “FSRD” and “FSRDW”, respectively. On August 19, 2022, the last reported sales price of our Common Stock was $0.64 per share.

Investing in our ~~securities~~Common Stock involves a high degree or risk. These risks are described in the section titled “

Risk Factors

” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 23, 2022

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
PROSPECTUS SUMMARY			1
THE OFFERING			7
RISK FACTORS			8
USE OF PROCEEDS			5457
DIVIDEND POLICY			55
DILUTION			58
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			56
DIVIDEND POLICY			59
FAST RADIUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			60
BUSINESS			8483
MANAGEMENT			~~101~~100
EXECUTIVE COMPENSATION			~~108~~107
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			~~120~~119
PRINCIPAL STOCKHOLDERS			~~128~~127
SELLING SECURITYHOLDERS			130
SELLING STOCKHOLDER			130
DESCRIPTION OF OUR SECURITIES			~~136~~132
PLAN OF DISTRIBUTION			154
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			143
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			148
PLAN OF DISTRIBUTION			149
LEGAL MATTERS			157
LINCOLN PARK TRANSACTION			151
EXPERTS			158
LEGAL MATTERS			155
WHERE YOU CAN FIND MORE INFORMATION			160
EXPERTS			156
WHERE YOU CAN FIND MORE INFORMATION			158
INDEX TO FINANCIAL STATEMENTS			F-1

You should rely only on the information contained in this prospectus or any supplement to this prospectus filed with the Securities and Exchange Commission. Neither we nor the selling ~~securityholders~~stockholder ~~have~~has authorized anyone to provide you with different or additional information. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither we nor the selling ~~securityholders~~stockholder ~~have~~has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form

S-1

that we filed with the U.S. Securities and Exchange Commission (the “

SEC

”), using a “shelf” registration process. By using a shelf registration statement, the selling stockholder may sell up to 14,643,920 shares of Common Stock from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale by the selling stockholder of the shares of Common Stock as described in this prospectus.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “

Where You Can Find More Information

.”

Neither we nor the selling stockholder has authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the selling stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the selling stockholder will not make an offer to sell our Common Stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “

Risk Factors

” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name, logos and website name and address are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable

™

and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

On February 4, 2022 (the “

Closing Date

”), we consummated (the “

Closing

”) the business combination pursuant to that certain Agreement and Plan of Merger, dated as of July 18, 2021, as amended on December 26, 2021 and as further amended on January 31, 2022 (as amended, the “

Merger Agreement

”) by and among Fast Radius, Inc. (formerly known as ECP Environmental Growth Opportunities Corp.), ENNV Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of ENNV (“

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Merger Sub

”), and Fast Radius Operations, Inc., a Delaware corporation (formerly known as Fast Radius, Inc., “

Legacy Fast Radius

”), effected by the merger of Merger Sub with and into Legacy Fast Radius, with Legacy Fast Radius surviving the 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

”). On the Closing Date, and in connection with the Closing, we changed our name from ECP Environmental Growth Opportunities Corp. to Fast Radius, Inc. Unless the context otherwise requires, the terms “we,”

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“us,” “our,” “Fast Radius,” and the “Company” refers to the registrant and its subsidiaries, including Legacy Fast Radius, after the Closing, and “ENNV” refers to the registrant prior to the Closing.

On May 11, 2022, we entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has committed to purchase up to $30.0 million of our Common Stock, subject to the terms and conditions of the Purchase Agreement. Upon the execution of the Purchase Agreement, we issued 728,385 shares of Common Stock to Lincoln Park as a fee for its commitment to purchase shares of our Common Stock under the Purchase Agreement. Upon the date of the first Regular Purchase, we will be required to issue 182,096 shares as an additional commitment fee.

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “

Exchange Act

”). All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under the section in this prospectus titled “Risk Factors” and the risks and uncertainties relating to:

•

the Company’s ability to execute its business strategy, including monetization of solutions and services provided;

•

the Company’s ability to scale and adapt existing technology, processes, and infrastructure to meet the needs of its business;

•

the Company’s ability to realize the benefits expected from the Business Combination;

•

the Company’s ability to continue to develop new solutions and innovations to meet constantly evolving customer demands;

•

the Company’s ability to acquire or make investments in other businesses, patents, technologies, solutions, or services to grow the business;

•

the Company’s ability to compete in the markets it serves;

•

the Company’s ability to increase brand awareness;

•

the Company’s ability to develop, design, and sell solutions that are differentiated from those of competitors;

•

the Company’s ability to anticipate the impact of the

COVID-19

pandemic and its effect on business and financial conditions;

•

the Company’s ability to manage risks associated with operational changes in response to the

COVID-19

pandemic;

•

the Company’s ability to retain and hire necessary employees;

•

the Company’s ability to attract, train, and retain effective officers, key employees or directors;

•

the Company’s ability to enhance future operating and financial results;

•

the Company’s ability to comply with laws and regulations applicable to its business;

•

the Company’s ability to stay abreast of modified or new laws and regulations applying to its business, including trade export and privacy regulations;

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•

the Company’s ability to anticipate the impact of, and response to, new accounting standards;

•

the Company’s ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

•

the Company’s ability to anticipate the significance and timing of contractual obligations;

•

the Company’s ability to maintain key strategic relationships with customers and suppliers;

•

the Company’s ability to respond to uncertainties associated with solution development and market acceptance;

•

the Company’s ability to successfully defend litigation;

•

the Company’s ability to upgrade and maintain information technology systems;

•

the Company’s ability to acquire and protect intellectual property;

•

the Company’s ability to anticipate rapid technological changes;

•

the Company’s ability to meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•

the Company’s ability to maintain the listing of its securities on NASDAQ or another national securities exchange;

•

the Company’s ability to effectively respond to general economic and business conditions;

•

the Company’s ability to implement and maintain effective internal controls over financial reporting;

•

the Company’s ability to obtain additional capital, including through the use of the debt markets;

•

the Company’s ability to successfully deploy the proceeds from the Business Combination and the PIPE Investment (as defined below);

•

the Company’s ability to continue as a going concern;

•

the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our solutions;

•

increasing competition in the advanced manufacturing industry;

•

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, and demographic trends; and

•

any defects in new solutions or enhancements to existing solutions.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Some of these risks and uncertainties may in the future be amplified by the

COVID-19

pandemic. Additionally, new risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, the forward-looking statements in this prospectus may not prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors” section and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Common Stock ~~or Warrants~~.

Unless the context otherwise requires, references in this prospectus to “we,” “our,” “Fast Radius” and the “Company” refer to the business and operations of Legacy Fast Radius and its consolidated subsidiaries prior to the Business Combination and to Fast Radius, Inc. (formerly known as ECP Environmental Growth Opportunities Corp.) and its consolidated subsidiaries following the consummation of the Business Combination.

Our Mission

Our mission is to Make New Things Possible to advance the state of the world. We believe in the importance of

manufacturing-not

just for the things we make, but the things we make possible. We also believe that how the world currently makes and moves things is fundamentally broken and that traditional global supply chains are rigid, wasteful, and inaccessible. Our vision is to build a new infrastructure to design, make, and move physical products in the digital age.

Company Overview

UPS

”) Worldport facility in Louisville, Kentucky. Fast Radius has approximately 240 full-time employees and works with companies across industries and throughout the product design and manufacturing lifecycle.

Since 2017, we have served more than 2,900 customers, produced over 15 million parts, and our Cloud Manufacturing Platform has evaluated over 155,000 unique designs. We serve customers of all sizes and across industries, including early-stage

start-ups,

established

mid-size

companies, and larger firms, including over 45 of the Fortune 500.

We have built ~~and~~ our Cloud Manufacturing Platform which includes both physical infrastructure - Fast Radius microfactories and third-party supplier factories - and a proprietary digital infrastructure software layer. Our Cloud Manufacturing Platform supports engineers, product developers, and supply chain professionals across what we consider the three critical stages of product design and manufacturing: Design, Make, and Move:

•

Design

: Via an online experience, the platform provides engineers with real-time design insights and feedback across a range of manufacturing technologies and materials to help engineers optimize designs, improve yields, and select the right approach to manufacture their parts. Engineers also have the ability to compare technologies and materials. This machine-learning powered tool leverages proprietary data captured during the production of parts in our microfactories.

•

Make

: When customers are ready to order parts, the platform provides a modern

front-end

user experience to facilitate the ordering and procurement process for industrial-grade parts. Users also have access to a set of features that shows exactly where their part is in the production process, enhancing visibility into production and order status.

•

Move

: The platform allows engineers to store part designs in our Virtual Warehouse and eliminate the need for expensive and wasteful physical storage.

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We believe our Cloud Manufacturing Platform ultimately enables a new infrastructure to make and move physical

products-one

that is more flexible, sustainable, and accessible than current global supply chains.

We offer a wide range of manufacturing technologies including additive manufacturing (often referred to as 3D Printing), Computer Numerically Controlled (“

CNC

”) machining, injection molding, sheet metal, urethane casting, and other manufacturing methods. We offer these manufacturing capabilities through our own microfactories as well as a network of curated third-party suppliers.

We have four microfactories leveraging the following manufacturing technologies: (1) CNC machining, (2) Carbon DLS, (3) HP

Multi-Jet

Fusion, and (4) Stratasys FDM. Our Chicago location was recognized in 2018 by the World Economic Forum as one of the nine most advanced factories in the world embracing the tools of Industry 4.0. In addition to our full microfactories, we also have a suite of other technologies that we offer for small scale application and development, including machines from Formlabs and Desktop Metal. We plan to continue expanding the breadth of our microfactories in the coming years across a wide range of manufacturing technologies. In December 2021, we launched a new solution that allows customers to partner with us to design and stand up customized advanced microfactories, which are owned and operated by Fast Radius but tailored to a customer’s production needs and manufacturing methods.

In addition to our own microfactories, we utilize a network of third-party suppliers to produce parts on behalf of our customers. These suppliers are curated and vetted for quality and key capabilities.

We have grown our revenue at a compound annual growth rate (“

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CAGR

”) of approximately 60% from 2017 through 2021. Since 2017, we have served more than 2,900 customers, produced over 15 million parts, and our Cloud Manufacturing Platform has evaluated over 155,000 unique designs. This growth has been driven by both an increase in revenue of existing customers and the

on-boarding

of new customers to our platform. Our Net Promoter Score (“

NPS

”) as of June 2022 was 82,

which exceeds the industry average NPS of 51% for manufacturing companies and is reflective of our commitment to providing a best in class customer service experience.

1	Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer.

2	NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary

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significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated:

https://www.clearlyrated.com/solutions/2021-nps-benchmarks-for-b2b-service-industries/.

We are an early-stage company with a history of losses since our incorporation in 2017 and have funded our cash flow deficits primarily through the issuance of capital stock and debt. As of June 30, 2022, we had an accumulated deficit of approximately $215.1 million, including net losses of approximately $22.2 million and $15.1 million for the three months ended June 30, 2022 and 2021, respectively. We expect to continue to incur operating losses and negative cash flow as we continue to invest in research and development efforts, sales and marketing and other aspects of our business. See the section entitled “

Risk Factors—Risks Related to Our Operating History

” for more information.

We are led by

Co-Founder

and CEO Lou Rassey, a manufacturing industry pioneer who helped architect and lead McKinsey & Company’s work in Industry 4.0. Our leadership team includes other experienced, visionary executives with proven track records across high-growth technology businesses. We believe the team we have assembled is uniquely suited to continue scaling our Cloud Manufacturing Platform.

Background

We were incorporated as ECP Environmental Growth Opportunities Corp. on October 29, 2020. On February 4, 2022, we consummated the Business Combination with Legacy Fast Radius and changed our name to Fast Radius, Inc. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (“

GAAP

”). Under this method of accounting, ENNV has been treated as the “accounting acquiree” and Legacy Fast Radius as the “accounting acquirer” for financial reporting purposes.

The Business Combination involved the consummation of the following transactions on the Closing Date:

•

Merger Sub merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving as a wholly-owned subsidiary of the Company;

•

each share of Legacy Fast Radius capital stock that was issued and outstanding was cancelled and converted into the right to receive (i) approximately 2.1 shares of Common Stock and (ii) approximately 0.3 Merger Earnout Shares;

•

each outstanding and unexercised option to purchase Legacy Fast Radius common stock was assumed by the Company and converted into an option (each such option, an “

Exchanged Option

”) to purchase approximately 2.3 shares of Common Stock. Each Exchanged Option will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Fast Radius option immediately prior to the effective time of the Merger;

1 Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer.

2 NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated: https://www.clearlyrated.com/solutions/2021-nps-benchmarks-for-b2b-service-industries/.

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•

each outstanding restricted stock award relating to shares of Legacy Fast Radius common stock converted into restricted stock awards (each such restricted stock award, an “

Exchanged Restricted Stock Award

”) representing an aggregate of 2.3 shares of Common Stock;

•

each restricted stock unit relating to Legacy Fast Radius common stock (each, a “

Legacy Fast Radius RSU

”) that, pursuant to its terms, vested upon the Closing subject to continued service of the applicable holder thereof through the Closing or that was vested but not settled as of the Closing (each, a “

Vested

RSU

”), became fully vested immediately prior to the Effective Time and was canceled and automatically converted into the right to receive (i) approximately 2.1 shares of Common Stock and (ii) approximately 0.3 Merger Earnout Shares;

• each outstanding Legacy Fast Radius RSU (other than Vested RSUs) converted into an award of restricted stock units (each such restricted stock unit, an “Exchanged RSU”) representing an aggregate of 2.3 shares of Common Stock. Each Exchanged RSU will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Fast Radius RSU immediately prior to the effective time of the Merger;

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of 2.3 shares of Common Stock. Each Exchanged RSU will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Fast Radius RSU immediately prior to the effective time of the Merger;

•

each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into one validly issued, fully paid and nonassessable share of Legacy Fast Radius common stock held by the Company;

•

all of the outstanding 8,625,000 shares of the Company’s Class B common stock, par value of $0.0001 per share (the “

Class

B Common Stock

”), held by ENNV Holdings, LLC (the “

Sponsor

”), Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (“

GSAM

”), and the Company’s independent directors prior to the Closing were converted into an aggregate 8,625,000 shares of Common Stock;

•

all of the ENNV units were separated into one share of Common Stock and

one-quarter

(1/4) of one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share; and

•

the Company issued an aggregate of 125,000 shares of Common Stock to GSAM pursuant to the Forward Purchase Agreement.

In connection with the Business Combination, ENNV entered into a series of separate subscription agreements with a number of accredited investors subscribing for shares of ENNV’s common stock, par value $0.0001 per share (“

ENNV Class

A Common Stock

,” and such parties, the “

Subscribers

”), pursuant to which the Subscribers agreed to purchase, and ENNV agreed to sell to the Subscribers, an aggregate of up to 7,500,000 shares of ENNV Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of up to $75.0 million. Immediately prior to the Closing of the Business Combination, we issued and sold 7,500,000 shares of our Common Stock to the Subscribers for aggregate gross proceeds to us of $75.0 million (the “

PIPE Investment

”).

The rights of holders of our Common Stock and Warrants are governed by our Second Amended and Restated Certificate of Incorporation (the “

Charter

”), our amended and restated bylaws (the “

Bylaws

”), and the Delaware General Corporation Law (the “

DGCL

”), and, in the case of our public Warrants (the “Public Warrants”), the Warrant Agreement, dated as of February 8, 2021, between the Company and American Transfer & Trust Company, LLC (the “

Warrant Agreement

”). See the section titled “

Description of Our Securities

.”

Risks Related to this Offering

The sale or issuance of our Common Stock to Lincoln Park will result in dilution and the sale of the shares of Common Stock by Lincoln Park that it acquires pursuant to the Purchase Agreement, or the perception that such sales may occur, could cause the price of our Common Stock to decrease.

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section titled “

Risk Factors

,” immediately following this prospectus summary. These risks relate to the following, among others:

• We ~~are~~require anadditional ~~early-stage~~capital ~~company~~to ~~with~~support abusiness ~~history~~growth, ofand ~~losses.~~this Wecapital ~~have~~might not ~~been~~be ~~profitable~~available ~~historically~~on ~~and~~acceptable ~~may~~terms, ~~not~~if ~~achieve~~at orall. ~~maintain~~If ~~profitability~~we ~~for~~fail ~~any~~to ~~period~~obtain inadditional ~~the~~capital ~~future~~on orterms ~~sustain~~that ~~cash~~are ~~flow~~acceptable, ~~from~~we ~~operating~~may ~~activities~~not be able to implement such plans for business growth fully, if at all.

•

Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern.

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•

We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability for any period in the future or sustain cash flow from operating activities.

•

We have a relatively limited operating history and have experienced rapid growth, which makes evaluating our current business and future prospects difficult and may increase the risk of your investment.

•

Our recent restructuring activities undertaken to reduce our operating expenses may not be successful.

•

We may not timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business.

• Our operating results may fluctuate significantly from period-to-period and may fall below expectations in any particular period, which could adversely affect the market price of our ~~common~~Common ~~stock~~Stock.

•

The global

COVID-19

pandemic has significantly affected our business and operations.

•

We face intense and growing competition in the advanced manufacturing industry. Our inability to compete effectively with competitors could affect our ability to achieve our anticipated market penetration and achieve or sustain profitability.

•

The advanced manufacturing industry in which we operate is characterized by rapid technological change, requiring continual innovation and development of new solutions and innovations to meet constantly evolving customer demands.

•

Forecasts of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will serve a significant portion of the market or grow at similar rates, or at all.

•

We may experience significant delays in the design, production and launch of our advanced manufacturing solutions and enhancements to existing solutions, and we may be unable to successfully commercialize solutions on our planned timelines.

• We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. If we fail to obtain additional capital on terms that are acceptable, we may not be able to implement such plans for business growth fully, if at all.

• Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern.

•

If demand for our solutions does not grow as expected, or if market adoption of advanced manufacturing and our Cloud Manufacturing Platform does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.

•

We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to distribute products effectively would adversely affect our sales.

•

Our bookings might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in bookings.

•

A real or perceived defect, security vulnerability, error or performance failure in our software or technical problems or disruptions caused by our third-party service providers could cause us to lose revenue, damage our reputation and expose us to liability.

•

We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

•

If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

•

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business.

•

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial

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~~• We have identified material weaknesses in our internal control over financial~~ reporting ~~and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting~~, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

Corporate Information

We were incorporated in the State of Delaware on October 29, 2020 under the name ECP Environmental Growth Opportunities Corp. for the purpose of effecting a transaction such as the Business Combination and completed the ENNV IPO in February 2021. On February 4, 2022, we completed the Business Combination, and changed our name to Fast Radius, Inc. Our principal executive offices are located at 113 N. May St., Chicago, Illinois 60607. Our telephone number is (312) 319-1060. Our website address is

(888) 787-1629.

www.fastradius.com.

Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an emerging growth company as defined in the JOBS Act. We will remain an emerging growth company until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which requires at least $700.0 million in market value of outstanding securities held by

non-affiliates

measured on the last business day of our second fiscal quarter, or (d) the date on which we have issued more than $1.0 billion in

non-convertible debt

securities during the previous three years.

We are also a “smaller reporting company” as defined in the Securities and Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our Common Stock held by

non-affiliates is

less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by

non-affiliates is

less than $700.0 million measured on the last business day of our second fiscal quarter.

As a result, the information in this prospectus and that we provide to our investors in the future may be different than what you might receive from other public reporting companies.

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THE OFFERING

Securities offered by the selling ~~securityholders~~stockholder We are registering the resale by the selling ~~securityholders~~stockholder named in this prospectus, or ~~their~~its permitted ~~transferees~~transferee, of up to ~~(i)~~an 6aggregate of 14,~~891~~643,~~667~~920 shares of Common Stock consisting of:

~~Warrants~~• ~~consisting~~910,481 shares of ~~(A)~~Common upStock to ~~6,266,667~~be ~~Private~~issued ~~Placement~~to ~~Warrants~~Lincoln ~~and~~Park ~~(B)~~as upconsideration for its commitment to ~~625,000~~purchase ~~Forward~~shares ~~Purchase~~of ~~Warrants~~our ~~and~~Common Stock under the Purchase Agreement (iithe “Commitment Shares”) upconsisting toof an728,385 ~~aggregate~~shares of 83Common Stock issued to Lincoln Park on May 11,~~205~~ 2022,~~321~~ and an additional 182,096 shares of Common Stock ~~consisting~~we are obligated to issue to Lincoln Park on the date of: the first Regular Purchase. We will not receive any cash proceeds from the issuance of these Commitment Shares; and

• up to 813,~~625~~733,~~000~~439 ~~Founder~~shares ~~Shares~~of ~~(as~~Common ~~defined~~Stock ~~below);~~that we may sell to Lincoln Park, from time to time over the next 24 months in accordance with the Purchase Agreement.

•Terms upof tothe 15offering The selling stockholder will determine if,~~516,667~~ ~~Warrant~~when ~~Shares;~~and how they will dispose of the shares registered pursuant to the registration statement of which this prospectus forms a part.

•Shares upof Common Stock outstanding prior to ~~755~~the offering As of August 5,~~461~~ ~~ECP~~2022, ~~Notes~~75,637,731 ~~Shares;~~shares of our Common Stock were issued and outstanding.

•Shares upof toCommon ~~125~~Stock outstanding after the offering 89,~~000~~553,266 ~~Forward~~shares ~~Purchase~~of Common Stock (assuming a sale of 13,915,535 shares inclusive of the remaining 182,096 shares of our Common Stock being issued to Lincoln Park as Commitment Shares;). The actual number of shares issued will vary depending on the prices at which we sell shares, if any, to Lincoln Park.

•Use of proceeds We will not receive any proceeds from the sale of shares of Common Stock by the selling stockholder. We may receive up to 7$30,~~500~~000,000 ~~PIPE~~in ~~Shares;~~gross proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement from time to time after the date that the registration statement of which this prospectus is a part is declared effective. We intend to use any proceeds we receive for working capital and general corporate purposes. See “Use of Proceeds” for additional information.

• up to 50,683,193 Control Shares.

Terms of the offering The selling securityholders will determine if, when and how they will dispose of the securities registered pursuant to the registration statement of which this prospectus forms a part.

Shares of Common Stock outstanding prior to the offering As of March 31, 2022, 73,041,156 shares of our Common Stock were issued and outstanding.

Shares of Common Stock outstanding after the offering 99,386,464 shares of Common Stock (assuming the exercise for cash of warrants to purchase 15,516,667 shares of our Common Stock, the purchase for cash of the 2,661,465 Option Shares, the full vesting of the 970,952 RSU Shares, and the issuance of 7,196,224 Control Earnout Shares to the selling securityholders)

Use of proceeds We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the selling securityholders. We will receive the proceeds from any exercise for cash of any warrants and the Options, which we intend to use for general corporate and working capital purposes. See “Use of Proceeds” on page 54 for additional information.

Risk factors

See “

Risk Factors

” beginning on page 8 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities.

NASDAQ symbol for our Common Stock

“FSRD”

NASDAQ symbol for our Public Warrants “FSRDW”

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our ~~Common Stock or Warrants~~securities. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ~~Common~~securities ~~Stock and Warrants~~ could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business and Industry

Risks Related to this Offering

The sale or issuance of our Common Stock to Lincoln Park could cause substantial dilution and the sale of the shares of Common Stock by Lincoln Park that it acquires pursuant to the Purchase Agreement, or the perception that such sales may occur, could cause the price of our Common Stock to decrease, and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

On May 11, 2022, we entered into a purchase agreement (the “

Purchase

Agreemen

”) 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 of our Common Stock. Upon the execution of the Purchase Agreement, we issued 728,385 shares of Common Stock to Lincoln Park as a fee for its commitment to purchase shares of our Common Stock under the Purchase Agreement. Upon the date of the first Regular Purchase (as defined below), we will be required to issue 182,096 shares as an additional commitment fee.

Beginning on the date on which all requisite conditions under the Purchase Agreement have been satisfied, we have the right, but not the obligation, to deliver to Lincoln Park a notice directing Lincoln Park to purchase up to 100,000 shares of our Common Stock (the “

Regular

Purchase

Amount

”), provided that the closing sale price of our Common Stock on the purchase date is not below a threshold price set forth in the Purchase Agreement (a “

Regular

Purchas

”). The Regular Purchase Amount may be increased to various limits, up to 400,000 shares, if the closing sale price of our 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 our Common Stock during the purchase date, or (ii) the average of the three lowest closing sale prices of our Common Stock in the ten business days prior to the purchase date. In addition, at our discretion, Lincoln Park has committed to purchase other “accelerated amounts” and/or “additional accelerated amounts” under certain circumstances. See “Lincoln Park Transaction.” There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement.

The Purchase Agreement includes restrictions on our ability to sell shares of our Common Stock to Lincoln Park. See “

The terms of the Purchase Agreement limit the amount of shares of Common Stock

we may issue to Lincoln Park

, which may limit our ability to utilize the arrangement

to enhance our cash resources.”

The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the trading price of our Common Stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our Common Stock to decrease. We generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park. Additional sales of our Common Stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our Common Stock that may be

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available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

The shares of Common Stock being offered for resale pursuant to this prospectus by the selling stockholder represent approximately 13.1% of shares outstanding on a fully diluted basis as of August 5, 2022. Given the substantial number of shares of Common Stock being registered for potential resale by the selling stockholder pursuant to this prospectus, the sale of shares by the selling stockholder, or the perception in the market that the selling stockholder intends to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock.

Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return.

Our management will have broad discretion over the use of proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement, if any. We intend to use the net proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement, if any, for general corporate purposes. Our management will have considerable discretion in the application of the proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement, if any, and you will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used appropriately. The proceeds from the sale of shares to Lincoln Park pursuant to the Purchase Agreement, if any, may be used for corporate purposes that do not increase our operating results or enhance the value of our Common Stock.

The terms of the Purchase Agreement limit the amount of shares of Common Stock we may issue to Lincoln Park, which may limit our ability to utilize the arrangement to enhance our cash resources.

The Purchase Agreement includes restrictions on our ability to sell shares of our Common Stock to Lincoln Park, including, subject to specified limitations, (x) if a sale would cause us to issue, in the aggregate, a number of shares in excess of 14,643,920 shares (including the Commitment Shares), which represents 19.99% of the shares of our Common Stock outstanding as of the date of the Purchase Agreement, or (y) if a sale would cause Lincoln Park and its affiliates to beneficially own more than 9.99% of our issued and outstanding Common Stock (the “

Beneficial Ownership Cap

”). In addition, in order to fully utilize the $30 million available under the Purchase Agreement, we may need to issue, and accordingly would need to register, shares in excess of the shares covered by this prospectus. Accordingly, we cannot guarantee that we will be able to sell all $30.0 million of shares of Common Stock in this offering. If we cannot sell the full amount of the shares that Lincoln Park has committed to purchase because of these limitations, we may be required to utilize more costly and time-consuming means of accessing the capital markets, which could materially adversely affect our liquidity and cash position.

Risks Related to Our Operating History

We require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. If we fail to obtain additional capital on terms that are acceptable, we may not be able to implement such plans for business growth fully, if at all.

We require additional funds to support our business growth and respond to business challenges and opportunities, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds if our existing sources of cash and any funds generated from operations do not provide us with sufficient capital.

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If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges and opportunities could be significantly impaired, and our business may be adversely affected.

Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern.

Our recurring losses from operations and negative cash flows raise substantial doubt about our ability to continue as a going concern without additional capital raising activities. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Similarly, Legacy Fast Radius’ independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements as of, and for the year ended, December 31, 2021, describing the existence of substantial doubt about our ability to continue as a going concern. We do not believe that the funds raised through the Business Combination will enable us to fund our expansion plans, realize our business objectives and to continue as a going concern for the next twelve months. Failure to secure additional funding may require us to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on our business, operating results, financial condition, and ability to achieve our intended business objectives.

We have a history of losses since our incorporation in 2017 and have funded our cash flow deficits primarily through the issuance of capital stock and debt. As of ~~December 31~~June 30, ~~2021~~2022, we had an accumulated deficit of approximately $~~123~~215.31 million, including ~~2021~~ net losses of approximately $6722.92 million and $15.1 million for the three months ended June 30, 2022 and 2021, respectively. We expect to continue to incur operating losses and negative cash flow as we continue to invest ~~significantly~~ in research and development efforts, sales and marketing and other aspects of our business.

We cannot make any assurances that these investments will result in increased revenue or growth in our business. Additionally, as a public company, ~~we expect~~ our legal, accounting, and other expenses toare be substantially higher than the expenses we incurred as a private company. Furthermore, we may encounter unforeseen issues that require us to incur additional costs. Any such increased expenditures make it harder for us to achieve and maintain future profitability. Revenue growth and growth in our bookings and customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. While we have a revenue history, we expect to bring new advanced manufacturing solutions to market that we anticipate will generate a substantial portion of our future revenue, and it is difficult for us to predict our future operating results. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may exceed forecasts, we may incur significant losses for the foreseeable future, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Accordingly, if we are not able to achieve or maintain profitability and we incur significant losses in the future, the market price of our ~~common~~Common ~~stock~~Stock may decline, and you could lose part or all of your investment.

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Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, as we continue to grow our business. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer and the trading price of our stock may decline.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The financial projections included our filings with the SEC are based on our estimates and assumptions as of the dates indicated in such filings concerning various factors, which are subject to significant risks and uncertainties, many of which are beyond our control, and therefore actual results may differ materially. These estimates and assumptions include, among others: the continuing effects of the

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COVID-19

pandemic, projections of the size and growth of the overall advanced manufacturing industry, revenue growth for our existing solutions, our available cash and cash requirements, our ability to develop and successfully commercialize new solutions and services, including new software applications and services, and the mix and gross margins of internal and outsourced production revenue. These estimates and assumptions require the exercise of judgment and may not occur and are subject to various economic, business, competitive, regulatory, legislative, political and other factors beyond our control, including, for example, changes in customer demand, increased costs in our supply chain or raw materials, and market acceptance of our solutions and services.

For instance, prior to the Business Combination, Legacy Fast Radius provided certain prospective financial information to ENNV for fiscal years 2021, 2022, 2023, 2024 and 2025 in connection with ENNV’s evaluation of the Business Combination. The prospective financial information was prepared using a number of assumptions, including assumptions about the level of redemptions, which were assumed to be significantly lower, and net cash proceeds resulting from the consummation of the Business Combination, which were assumed to be significantly higher. The prospective financial information included projected revenues and net loss for the year ended December 31, 2021, of $23 million and $41 million, respectively. For the year ended December 31, 2021, we recognized $20 million in revenue, which was lower than our projected revenue of $23 million, and had net losses of approximately $68 million, which was greater than our projected net loss of $41 million. Similarly, the prospective financial information included projected revenues and net loss for the year ended December 31, 2022, of $104 million and $64 million, respectively. For the six months ended June 30, 2022, we recognized $13.5 million in revenue, and had net losses of approximately $66.8 million. Extrapolating these results for the remainder of fiscal year 2022, we expect that our revenue for fiscal year 2022 will be less than our projected $104 million of revenue and our net loss for fiscal year 2022 will be greater than our projected $64 million of net loss that Legacy Fast Radius provided to ENNV in connection with ENNV’s evaluation of the Business Combination. See “

Fast Radius’ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources

” for additional information.

There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Our failure to achieve our projected results could harm the trading price of the Company’s securities and the Company’s financial position.

Our recent restructuring activities undertaken to reduce our operating expenses may not be successful.

On June 27, 2022, our board of directors approved restructuring actions in order to reduce our operating expenses. The actions approved included the reduction of approximately 20% of our workforce (including the

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elimination of open roles), facilities consolidation and other operational expense management actions. We expect these restructuring actions to be complete by the end of the third quarter of 2022.

We believe these changes were needed to streamline our organization and reallocate our resources to better align with our current strategic goals. However, these restructuring activities may yield unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond our intended reduction in force, a reduction in morale among our remaining employees, and the risk that we may not achieve the anticipated benefits, all of which may have an adverse effect on our results of operations or financial condition. In addition, while positions have been eliminated, certain functions necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees. We may also discover that the reductions in workforce and cost cutting measures will make it difficult for us to pursue new opportunities and initiatives and require us to hire qualified replacement personnel, which may require us to incur additional and unanticipated costs and expenses. Moreover, these restructuring activities may impair our ability to achieve our current or future business objectives. Our failure to successfully accomplish any of the above activities and goals may have a material adverse impact on our business, financial condition, and results of operations.

We may not timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business.

A key element to our continued growth is the ability to quickly and efficiently quote an increasing number of product developer and engineer submissions across geographic regions and to manufacture the related parts. This will require us to timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business. With respect to our Cloud Manufacturing Platform and quoting technology, it may become increasingly difficult to maintain and improve their performance, especially during periods of heavy usage and as our solutions become more complex and our user traffic increases across geographic regions. Similarly, our Cloud Manufacturing Platform may not enable us to process the large numbers of unique designs and efficiently manufacture the related parts in a timely fashion to meet the needs of product developers and engineers as our business continues to grow. Any failure in our ability to timely and effectively scale and adapt our existing technology, processes and infrastructure could negatively impact our ability to retain existing customers and attract new customers, damage our reputation and brand, result in lost revenue, and otherwise substantially harm our business and results of operations.

Our operating results may fluctuate significantly from

period-to-period

and may fall below expectations in any particular period, which could adversely affect the market price of our Common Stock.

Our quarterly results of operations may fluctuate significantly from

period-to-period.

Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. If our revenue or operating results fall below the expectations of investors or any securities analysts that follow our company in any period, the price of our Common Stock would likely decline. Each of the risks described in this section, as well as other factors, may affect our operating results. For example, factors that may cause our operating results to fluctuate include:

•

the degree of market acceptance of our Cloud Manufacturing Platform and related solutions;

•

our ability to compete with competitors and new entrants into our markets;

•

changes in our pricing policies or those of our competitors, including our response to price competition;

•

the effectiveness of our securing new orders and fulfilling existing orders;

•

the adoption and capital expenditure cycles of our customers’ sales cycle, and seasonality among our customers;

•

the impact of the

COVID-19

pandemic on our customers, suppliers, manufacturers, and operations;

•12 ~~the mix of products that we sell and the cost of manufacturing during any period;~~

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•

the mix of products that we sell and the cost of manufacturing during any period;

•

the cost to acquire new customers through our various customer acquisition channels, including digital marketing, inside sales, and business development;

•

The financial position of our customers;

•

the retention rates and average revenue and gross margins of existing and new customers;

•

the timing of our sales and deliveries of products to customers;

•

changes in the amount that we spend to develop and manufacture new solutions or technologies;

•

timing of expenditures to develop and bring to market new or enhanced solutions and the generation of revenue from those solutions;

•

changes in the cost of satisfying our warranty obligations and servicing products;

•

litigation-related expenses and/or liabilities;

•

the effectiveness of our internal controls and ability to remediate the material weaknesses in our internal control over financial reporting;

•

unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses;

•

our ability to collect against our accounts receivables balances from our customers in a timely manner, or at all;

•

disruptions to our internal and third-party supplier facilities and processes;

•

disruptions to our information technology systems or our third-party suppliers;

•

disruptions to our global supply chain, including raw materials availability;

•

the geographic distribution of our sales;

•

general economic and industry conditions that affect customer demand; and

•

changes in accounting rules and tax laws.

In addition, for our more complex solutions, which may require additional facilities investment and installation support, potential customers may spend a substantial amount of time performing internal assessments prior to making a purchase decision. This may cause us to devote significant effort in advance of a potential sale without any guarantee of receiving any related revenues. As a result, revenues and operating results for future periods are difficult to predict with any significant degree of certainty, which could lead to adverse effects on our inventory levels and overall financial condition. Accordingly, you should not rely on quarter-over-quarter and year-over-year comparisons of our results as an indicator of our future performance.

The global

COVID-19

pandemic has significantly affected our business and operations.

The

COVID-19

pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. In light of the uncertain situation relating to the spread of

COVID-19,

we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate. These measures include substantial modifications to employee travel policies, office closures as employees are advised to work from home, and cancelled or shifted conferences and other events to virtual-only.

The

COVID-19

pandemic has also created many negative headwinds that present risks to our business and results of operations. For example, it has generally disrupted the operations of our customers and prospective customers, and may continue to disrupt their operations, including as a result of travel restrictions and/or business

~~COVID-19~~13

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shutdowns, uncertainty in the financial markets or other harm to their business and financial results. These disruptions caused us to reduce marketing and planned capital expenditures during the second quarter of 2020. Further, in May 2020, we conducted a reduction in force as a result of reduced demand for our solutions and uncertainty about future revenues.

Because the future effects of the

COVID-19

pandemic are unpredictable, the impact could be more prolonged and significant in the future. These disruptions could result in further reductions to capital expenditure budgets, delayed purchasing decisions, longer sales cycles, extended payment terms or missed payments, and postponed or canceled projects, any of which would negatively impact our business and operating results, including sales and cash flows. We cannot predict the long-term impact that the

COVID-19

pandemic may have on our business and cannot guarantee that it will not be materially negative. Although vaccines have become available to the public and states, including Illinois where our headquarters is located, have begun to ease certain restrictions, we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available. The ongoing effects of the

COVID-19

pandemic and/or the precautionary measures that we have adopted may create operational and other challenges, any of which could harm our business and results of operations.

Historically, a significant portion of our field sales, customer training events and other application services have been conducted in person, and the rollout of our new solutions has historically been supported by our participation at industry conferences. Currently, as a result of the work and travel restrictions related to the

COVID-19

pandemic, and the precautionary measures that we have adopted, most of our field sales and professional services activities are being conducted remotely, which has resulted in a decrease in our travel expenditures. However, we have begun

in-person

interactions at trade shows and other customer events where permitted. We expect our travel expenditures to increase in the future, which could negatively impact our financial condition and results of operations. As of the date of this prospectus, we do not yet know the extent of the negative impact of such restrictions and precautionary measures on our ability to attract new customers or retain and expand our relationships with existing customers over the near and long term.

In addition, many of our suppliers may experience operational challenges as a result of

COVID-19,

which in turn may destabilize our supply chain or otherwise have an adverse effect on our ability to provide products to our customers. Our suppliers may have to temporarily close a facility for disinfecting after employees test positive for

COVID-19,

face staffing shortages from employees who are sick or apprehensive about coming to work or be overwhelmed by unexpected demand. To date, certain of our suppliers have experienced delays in equipment fulfillment and other logistics related to reduced operational capacity of warehouses and shipping vessel backlogs, which has caused delays in shipping products to our customers; if these trends continue, it may negatively affect our inventory and delay delivery to our customers, which in turn will adversely affect our revenue and results of operations. If our suppliers are unable to deliver the materials we require on a timely basis, we cannot guarantee that we will be able to locate alternative sources of supply for our products on acceptable terms, or at all. If we are unable to adequately purchase appropriate amounts of inventory, our business and results of operations may be materially and adversely affected.

Additionally, the

COVID-19

pandemic has impacted, and may continue to impact, our headquarters, which is our primary corporate office, sales and marketing center and has also impacted our microfactories, including through the effects of facility closures, reductions in operating hours and other social distancing efforts. For example, if even a small number of our employees who work in clusters relating to critical functions such as manufacturing, procurement, supply chain, and research and development, test positive for

COVID-19,

the entire business function could be temporarily shut down to ensure the safety of our employees and the effectiveness of business would be severely impacted. Additionally, while Illinois and other states have eased restrictions on

in-person

operations, we cannot predict whether we will experience more significant or frequent disruptions in the future, including the complete closure of one or more of our facilities. Furthermore, as a result of the

COVID-19

pandemic, we have encouraged all employees who are able to do so to work remotely on a full-time or partial basis. It is possible that widespread remote work arrangements may have a negative impact on our operations, the

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execution of our business plans, the productivity and availability of key personnel and other employees necessary to conduct our business, and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. If a natural disaster, power outage, connectivity issue or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in increased consumer privacy, data security and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the

COVID-19

pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

More generally, the

COVID-19

pandemic has had, and may continue to have, adverse effects on economies and financial markets globally, leading to an economic downturn, which may decrease technology spending generally and could adversely affect demand for our Cloud Manufacturing Platform and services. It is not possible at this time to estimate the full impact that

COVID-19

will have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

To the extent the

COVID-19

pandemic adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this “

Risk Factors

” section, including but not limited to, those related to our ability to increase sales to existing and new customers, continue to perform on existing contracts, develop and deploy new technologies, expand our marketing capabilities and sales organization, generate sufficient cash flow to service our indebtedness, and comply with the covenants in the agreements that govern our indebtedness.

Risks Related to the Advanced Manufacturing Industry

We face intense and growing competition in the advanced manufacturing industry. Our inability to compete effectively with our competitors could affect our ability to achieve our anticipated market penetration and achieve or sustain profitability.

The advanced manufacturing industry in which we operate is highly competitive. We compete for customers with a wide variety of manufacturers of custom parts and software providers. Some of our existing and potential competitors are researching, designing, developing, and marketing other types of solutions and services that may render our existing or future solutions obsolete, uneconomical, or less competitive. Existing and potential competitors may also have substantially greater financial, technical, marketing and sales, manufacturing, distribution and other resources than us, including name recognition, as well as experience and expertise in intellectual property rights and operating within certain international markets or industry verticals, any of which may enable them to compete effectively against us. Moreover, many of our competitors have more extensive customer and partner relationships than we do, and may therefore be in a better position to identify and respond to market developments or changes in customer demands, including successfully developing technologies that outperform our technologies. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features.

Future competition may arise from the development of allied or related techniques for equipment, materials, software and services that are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop certain solutions and from improvements to existing technologies.

We intend to continue to follow a strategy of continuing product development and microfactory network expansion to enhance our competitive position to the extent practicable. But we cannot assure you that we will be able to maintain our current position or continue to compete successfully against current and future sources of competition. If we do not keep pace with technological change and introduce new solutions, services, software, and technologies, demand for our solutions may decline, and our operating results may suffer.

~~Increased~~15 ~~consolidation among our customers, suppliers and competitors in the advanced manufacturing industry may have an adverse effect on our business and results of operations.~~

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~~purchasing~~Increased ~~power~~consolidation ofamong ~~these~~our ~~large~~customers, ~~companies~~suppliers ~~can increase pricing~~ and ~~competitive~~competitors ~~pressures~~in ~~for us, including~~ the ~~potential~~advanced ~~for~~manufacturing ~~decreases~~industry inmay ~~our~~have ~~average~~an ~~selling~~adverse ~~prices.~~effect ~~If one of our customers is acquired by another company that does not rely~~ on ~~us to provide it with solutions or relies on another provider of similar products, we may lose that customer’s business. Any of the foregoing results will adversely affect~~ our business, ~~financial condition,~~ and results of operations.

Increased consolidation in the advanced manufacturing industry among our customers, suppliers and competitors may adversely affect our business and results of operations. Customer consolidation could lead to changes in buying patterns, slowdowns in spending, and impact our distribution channels. Moreover, the significant purchasing power of these large companies can increase pricing and competitive pressures for us, including the potential for decreases in our average selling prices. If one of our customers is acquired by another company that does not rely on us to provide it with solutions or relies on another provider of similar products, we may lose that customer’s business. Any of the foregoing results will adversely affect our business, financial condition, and results of operations.

In addition, supplier consolidation may lead to increased prices of materials for our products, deployment delays and/or a disruption in output. In addition, such consolidation may exacerbate the risks relating to our dependence on a small number of suppliers for certain materials that are required to manufacture our products.

Our revenues are primarily derived from the sale of manufactured parts and related materials and services. The advanced manufacturing market is subject to rapid innovation and technological change and our customers’ needs are rapidly evolving. While we intend to invest substantial resources to remain on the forefront of technological development, continuing advances in advanced manufacturing technology, changes in customer requirements and preferences and the emergence of new standards, regulations and certifications could adversely affect adoption of our solutions. Our ability to compete in the advanced manufacturing market depends, in large part, on our success in developing and introducing new manufacturing capabilities, new solutions, new features and functionality within our Cloud Manufacturing Platform, and in improving our existing solutions and technology and qualifying new materials which our systems can support. We believe that we must continuously enhance and expand the functionality and features of our solutions and technologies in order to remain competitive. However, we may not be able to:

•

predict future customer demand;

•

develop cost effective new solutions and technologies that address the increasingly complex needs of prospective customers;

•

enhance our existing solutions and technologies;

•

respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis;

•

adequately protect our intellectual property as we develop new solutions and technologies;

•

identify the appropriate technology or solutions to which to devote our resources; or

•

ensure the availability of cash resources to fund research and development.

Even if we successfully introduce new advanced manufacturing solutions and technologies and enhance our existing solutions and technologies, it is possible that these will eventually supplant our existing solutions or that our competitors will develop new solutions and technologies that will replace our own. As a result, any of our solutions may be rendered obsolete or uneconomical by our or our competitors’ technological advances, leading to a loss in market share, decline in revenue and adverse effects to our business and prospects.

~~Forecasts~~16 of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will serve a significant portion of the market or grow at similar rates, or at all.

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Market opportunity estimates and growth forecasts included in this prospectus, including the expected size and growth of the markets for various manufacturing technologies and other markets in which we participate, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our ability to serve a significant portion of this estimated market is subject to many factors, including competitive constraints, capital expenditure requirements, and our success in implementing our business strategy, which is subject to many risks and uncertainties. Even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar rates, or at all. Our future growth is subject to many factors, including market adoption of our solutions, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this prospectus, including internally generated estimates, should not be taken as indicative of our future growth. In addition, these forecasts may not adequately consider the impact of the current global

COVID-19

pandemic, and we cannot assure you that these forecasts will not be materially and adversely affected as a result.

Declines in the prices of our solutions and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results.

Our business is subject to price competition. Such price competition may adversely affect our results of operations, especially during periods of decreased demand. Decreased demand also adversely impacts the volume of our sales. If our business is not able to offset price reductions resulting from these pressures, or decreased volume of sales due to contractions in the market, by improved operating efficiencies and reduced expenditures, then our operating results will be adversely affected.

Certain of our operating costs, including certain of our software costs and costs to lease manufacturing equipment, are fixed, and cannot readily be reduced, which has an impact on our operating results. To the extent the demand for our solutions slows, or the advanced manufacturing market contracts, we may be faced with excess manufacturing capacity and related costs that cannot readily be reduced, which will adversely impact our financial condition and results of operations. Conversely, because we generally do not have long-term supply agreements, we are subject to the risk of significant cost increases by our suppliers.

Our failure to meet our customers’ price expectations would adversely affect our business and results of operations.

Demand for our cloud-based solutions is sensitive to price. We believe our competitive pricing has been an important factor in our results to date. Therefore, changes in our pricing strategies can have a significant impact on our business and ability to generate revenue. Many factors, including our production and personnel costs, our competitors’ pricing and marketing strategies, our customers’ budgets, and the value our cloud-based solutions bring to our customers can significantly impact our pricing strategies. If we fail to meet our customers’ price expectations in any given period, demand for our cloud-based solutions could be negatively impacted and our business, results of operations and brand could suffer.

Our revenue model is also evolving, and we may introduce new revenue models or avenues that may not be accepted by our customers and as such will not materialize.

We have several advanced manufacturing solutions and enhancements to existing solutions that are still under development. There are often delays in the design, testing, manufacture and commercial release of new solutions, and any delay in the launch of our solutions could materially damage our brand, business, growth prospects, financial condition, and operating results. Even if we successfully complete the design, testing and manufacture for one or all of our solutions or enhancements under development, we may fail to develop a commercially successful solution on the timeline we expect for a number of reasons, including:

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and any delay in the launch of our solutions could materially damage our brand, business, growth prospects, financial condition, and operating results. Even if we successfully complete the design, testing and manufacture for one or all of our solutions or enhancements under development, we may fail to develop a commercially successful solution on the timeline we expect for a number of reasons, including:

•

misalignment between the solutions and customer needs;

•

length of sales cycles;

•

insufficient solution innovation;

•

solution quality and performance issues;

•

insufficient resources or qualified personnel to develop the solution;

•

failure of the solution to perform in accordance with the customer’s expectations and industry standards;

•

inability to procure parts of adequate quality needed to build a product on commercially acceptable terms, or at all;

•

insufficient labor or process stability to build the product to required specifications;

•

ineffective distribution, sales, and marketing;

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•

delay in obtaining any required regulatory approvals;

•

the impact of the

COVID-19

pandemic on production and demand for our solutions;

•

unexpected production costs and delays; or

•

release of competitive solutions.

Our success in the market for the new solutions we develop will depend in part on our ability to prove our new solutions’ capabilities in a timely manner. Until demonstration, our customers may not believe that our solutions and/or technology have the capabilities they were designed to have or that we believe they have. Furthermore, even if we do successfully demonstrate our solutions’ capabilities, potential customers may be more comfortable doing business with a competitor, including larger and more established companies, may take longer than expected to make the decision to order our solutions, or may not have the budget or decision making authority to purchase the solution. Significant revenue from new solution investments may not be achieved for a number of years, if at all. If the timing of our launch of new solutions and/or of our customers’ acceptance of such solutions is different than our assumptions, our revenue and results of operations may be adversely affected.

Changes in our solutions mix may impact our gross margins and financial performance.

Our financial performance may be affected by the mix of solutions and services we sell during a given period, and our gross margin may fluctuate from period to period as a result of changes in solution pricing, manufacturing costs and solutions mix. We also expect to continue to offer solutions at a variety of price points. Sales of certain of our solutions have, or are expected to have, higher gross margin contributions than others. If our solution mix shifts too far into lower gross margin solutions, or we are unable to maintain or increase gross margins, and we are not able to sufficiently reduce the engineering, production and other costs associated with those solutions or substantially increase the sales of our higher gross margin solutions, our profitability could be reduced. Additionally, the introduction of new solutions or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing

ramp-up

and

start-up

costs. Relatedly, if our solution mix shifts such that our production rates decrease, our costs and margins may be negatively impacted. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of solutions, channels, or geographic areas in which we sell our solutions from period to period.

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Risks Related to Our Business Operations

We expect to continue to experience rapid growth and organizational change. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or attract new employees and customers.

We expect to continue to experience growth in our number of customers, sales, ~~revenues,~~ and ~~headcount~~revenues. We expect to continue to make ~~significant~~ investments in our business, including investments in our infrastructure, software, technology, personnel headcount, facilities, marketing, and sales efforts. If our business does not generate the level of revenue required to support our investment, our net sales and profitability will be adversely affected.

To manage growth in our operations and personnel, we will need to continue to scale and improve our operational, financial, and management controls, and our reporting systems and procedures, which will require significant capital expenditures, increasing our cost of operations and the reallocation of valuable management resources. As we scale, it may become more difficult and will require additional capital expenditures to maintain and increase the productivity of our employees, expand production to address the needs of our actual and prospective customers, to further develop and enhance our solutions, and remain competitive against our competitors’ solutions. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.

15We are dependent on the continued services and performance of our senior management and other key employees, as well as on our ability to successfully hire, train, manage and retain qualified personnel, and our ability to manage our company effectively and carry out our business plan could be impaired if we lose key personnel or if we are not able to attract and retain key personnel.

Our future performance depends on the continued services and contributions of our executive team, founders, and other key employees, including, in particular, our

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employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. If we fail to obtain additional capital on terms that are acceptable, we may not be able to implement such plans for business growth fully, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges and opportunities, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds if our existing sources of cash and any funds generated from operations do not provide us with sufficient capital.

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges and opportunities could be significantly impaired, and our business may be adversely affected.

Without obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern.

We are dependent on the continued services and performance of our senior management and other key employees, as well as on our ability to successfully hire, train, manage and retain qualified personnel.

co-founder

and chief executive officer, Lou Rassey, to execute on our business plan and to identify and pursue new opportunities and solution innovations.

Such persons may resign at any time and the loss of their services could delay or prevent the successful implementation of our strategy, commercialization of new applications for our systems or other solutions, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. For example, in June 2022, we announced the resignation of our chief financial officer. There is no assurance that if any senior executive, founder, or other key employee leaves in the future, we will be able to rapidly replace him or her and transition smoothly towards his or her successor, without any adverse impact on our operations.

Our ability to successfully pursue our growth strategy will also depend on our ability to attract, motivate, and retain existing and new personnel. We experience intense competition for qualified senior management and other key personnel (including scientific, technical, manufacturing, engineering, financial and sales personnel) in the advanced manufacturing industry, especially in the greater Chicago area. Our personnel are generally employed on an

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at-will

basis, which means that they could terminate their employment with us at any time. There can be no assurance that we will be able to retain our current key personnel or attract new persons to join our organization in the future. Some of our competitors for these employees have greater resources and more experience, making it difficult for us to compete successfully for key personnel. These pressures could result in increased costs in order to provide competitive compensation packages to attract and retain key personnel. Moreover, new employees may not be as productive as we expect since we may face challenges in adequately integrating them into our workforce and culture. If we cannot attract and retain sufficiently qualified technical employees for our research and development activities, as well as experienced sales and marketing personnel, we may be unable to develop and commercialize new solutions and enhancements to existing solutions.

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In addition, our ability to attract and retain key personnel may be diminished in light of the changes we may make to our organizational structure to adjust to changing circumstances, including our recent reduction in force announced in June 2022. We have taken actions designed to induce certain key personnel to remain employed with us, but our retention efforts may not be successful in retaining our key personnel and could be costly to maintain.

We believe that the industrial manufacturing market, which today is dominated by conventional manufacturing processes that do not involve advanced manufacturing technology, is undergoing a shift towards advanced manufacturing. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of advanced manufacturing technologies or our Cloud Manufacturing Platform, or our solutions may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of this shift towards advanced manufacturing and our Cloud Manufacturing Platform. We must anticipate, sometimes several years in advance, the direction that the industrial manufacturing market is taking. We may not correctly anticipate the direction, which may lead us to invest in the wrong solutions, which may adversely affect our results of operations and financial condition. If advanced manufacturing technology does not continue to gain broader market acceptance as an alternative to more traditional, less advanced, and less automated manufacturing processes, or if the marketplace adopts advanced manufacturing technologies that differ from our technologies, we may not be able to increase or sustain the level of sales of our solutions, and our operating results would be adversely affected as a result.

Our success also depends in part on the widespread adoption by customers of our Cloud Manufacturing Platform as an alternative to traditional methods of communication, such as

e-mail,

phone and

in-person

communications. Currently our customers engage with us through both our Cloud Manufacturing Platform and via traditional methods of communication, such as email, phone, and

in-person

communications with our Account Executives. Existing and potential customers may need further education on the value of online platforms in general and our Cloud Manufacturing Platform in particular, and on how to integrate them into current operations. A lack of education as to how our platform operates may cause customers to prefer more traditional forms of communication or to have difficulty integrating our platform into their business. Accordingly, the adoption of our Cloud Manufacturing Platform may be slower than we anticipate. In order to attain the level of profitability we are forecasting, our customers will need to continue adopting our Cloud Manufacturing Platform to reduce our costs to serve customers. If we are unable to drive adoption of our Cloud Manufacturing Platform and customers instead prefer to rely on traditional forms of communication, we may experience slower than projected growth and our profitability will be impaired.

Our failure to meet our customers’ price expectations would adversely affect our business and results of operations.

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competitors’ pricing and marketing strategies, our customers’ budgets, and the value our cloud-based solutions bring to our customers can significantly impact our pricing strategies. If we fail to meet our customers’ price expectations in any given period, demand for our cloud-based solutions could be negatively impacted and our business, results of operations and brand could suffer.

Our revenue model is also evolving, and we may introduce new revenue models or avenues that may not be accepted by our customers and as such will not materialize.

We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to distribute our products effectively would adversely affect our sales.

We rely on a limited number of third-party logistics providers for shipping our products. Some third-party logistics providers store our products in a limited number of warehouses where they prepare and ship our products based on digital instructions. The use of a limited number of third-party logistics providers increases the risk that a fire or damage from another type of disaster at any of the warehouses may result in a disruption of our commercialization efforts. Additionally, because we use a limited number of third-party logistics providers, if there is a disruption in the distribution channels of such third-party logistics providers, our business and financial condition could be adversely impacted.

If our third-party logistics providers do not fulfill their contractual obligations to us, or refuse or fail to adequately distribute our products, such as by shipping our products to the incorrect recipient, or the agreements are terminated without adequate notice, shipments of our products, and associated revenues, would be adversely affected. In addition, we expect that it may take a significant amount of time if we were required to change our ~~third-party logistics providers and would require significant efforts to provide the systems support required for a new provider to effectively support our operations.~~

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third-party logistics providers and would require significant efforts to provide the systems support required for a new provider to effectively support our operations.

Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention and damage to our reputation.

Our manufacturing solutions are complex and may contain undetected defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after a product has been used. We may not know which products are affected by defects. These defects could be systemic and could affect all of the products we shipped prior to discovery thereof. It may not be economically feasible to identify, replace or repair all affected products. In the event that the defect is severe enough or impacts customer safety, a product recall may be required. This could result in delayed market acceptance of our products or claims from customers or others, which may result in litigation, increased customer warranty, support and repair or replacement costs, damage to our reputation and business, or significant costs and diversion of support, management and engineering personnel to correct the defect or error.

We may from time to time become subject to warranty or product liability claims related to product quality issues that may require us to take remedial action and could, regardless of merit, lead us to incur significant expenses, result in diversion of management time and attention, damage to our business and reputation and brand, and cause us to fail to retain existing customers or fail to attract new customers. We generally attempt to include provisions in our agreements with customers that are designed to manage our exposure to potential liability for damages arising from defects or errors in our products. However, it is possible that these provisions may not be effective as a result of unfavorable judicial decisions or laws enacted in the future. Moreover, when such warranties are included in our agreements with customers, they generally have a service life of four years beginning from the date of product purchase and, in the event of a failure of products covered under the warranties, we may be required to repair or replace the products at the customers’ discretion.

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We may be unable to consistently manufacture our products to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or at an acceptable performance level.

Our products are sometimes integrated solutions with many different components that work together. As such, a quality defect in a single component can compromise the performance of the entire solution. As we continue to grow and introduce new products, and as our products incorporate increasingly sophisticated technology, it will be increasingly difficult to ensure our products are produced in the necessary quantities without sacrificing quality. There is no assurance that we or our third-party manufacturers and any component suppliers will be able to continue to manufacture our products so that they consistently achieve the product specifications and quality that our customers expect. Relatedly, certain of our materials are sourced by a single supplier and, if the supply became disrupted as a result of insufficient quality, service delays or any other factor, our manufacturing efforts may be adversely affected. Any future design issues, unforeseen manufacturing problems, such as contamination of our or such third-party facilities, equipment malfunctions, aging components, component obsolescence, business continuity issues, quality issues with components and materials sourced from third-party suppliers, or failures to strictly follow procedures or meet specifications, may have a material adverse effect on our brand, business, financial condition and operating results. Furthermore, we or our third-party manufacturers may not be able to increase manufacturing to meet anticipated demand or may experience downtime.

In order to meet our customers’ needs, we attempt to forecast demand for our products and components used for the manufacture of our products. If we fail to accurately forecast this demand, we could incur additional costs or experience manufacturing delays and may experience lost sales or significant inventory carrying costs.

The risk of manufacturing defects or quality control issues is generally higher for new products, whether produced by us or a third-party manufacturer, products that are transitioned from one manufacturer to another,

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particularly if manufacturing is transitioned or initiated with a manufacturer we have not worked with in the past, and products that are transferred from one manufacturing facility to another. There can be no assurance that we and our third-party manufacturers will be able to launch new products on time, transition manufacturing of existing products to new manufacturers, transition our manufacturing capabilities to a new location or transition manufacturing of any additional materials

in-house

without manufacturing defects. An inability to manufacture products and components that consistently meet specifications, in necessary quantities and at commercially acceptable costs will have a negative impact and may have a material adverse effect on our brand, business, financial condition and results of operations.

Our commercial contracts generally contain limitations on liability, and we carry liability insurance in amounts that we believe are adequate for our risk exposure and commensurate with industry norms. However, commercial terms and our insurance coverage may not be adequate or available to protect our company in all circumstances, and we might not be able to maintain adequate insurance coverage for our business in the future at an acceptable cost. Any liability claim against us that is not covered by adequate insurance could adversely affect our consolidated results of operations and financial condition. Finally, any liability claim against us may cause harm to our brand, reputation and adversely impact our business.

As manufacturing is a core part of our operations, we are exposed to accompanying risks and liabilities.

In-house

and outsourced manufacturing has been and continues to be a significant part of our business. As a result, we expect to continue to be subject to various risks associated with the manufacturing and supply of products, including the following:

•

If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced;

•

Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete, and expensive, causing our costs to exceed cost projections and associated revenues;

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•

Manufacturing processes typically involve large machinery, fuels, and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities;

•

As our manufacturing operations expand, we expect that a portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a factory owned by us. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal, and social environment in the host county;

•

We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations;

•

As our manufacturing operations scale, so will our dependence on skilled labor at both

in-house

and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and

•

With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal, and social environment and could cause our costs to exceed production and associated revenues.

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Any failure to adequately manage risks associated with the manufacture and supply of materials and products could adversely affect profits from that segment of our business and/or lead to significant liabilities, which would harm our brand, business, operations, and financial condition.

As we acquire and invest in companies or technologies, we may not realize expected business, technological or financial benefits and the acquisitions or investments could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our business, results of operations, and financial condition.

As part of our business strategy, we may evaluate and make investments in, or acquisitions of, complementary companies, solutions, software, and technologies, to further grow and augment our business and solution offerings. The success of any attempts to grow our business through acquisitions to complement our business depends in part on the availability of, our ability to identify, and our ability to engage and pursue suitable acquisition candidates. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all.

If we do complete future acquisitions, we cannot assure you that they will ultimately strengthen our competitive position or that they will be viewed positively by customers, financial markets, or investors. Furthermore, future acquisitions could pose numerous additional risks to our operations, including:

•

diversion of management’s attention from existing operations;

•

unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies;

•

difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, solutions, and services which may lead to failure to achieve the expected benefits on a timely basis or at all;

•

challenges in achieving strategic objectives, cost savings and other anticipated benefits;

•

inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies;

•

the difficulty of incorporating acquired technology and rights into our solutions and solution portfolio and of maintaining quality and security standards consistent with our brand;

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•

ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration;

•

inability to generate sufficient revenue to offset acquisition and/or investment costs;

•

negative impact to our results of operations because of the amortization and depreciation of amounts related to acquired intangible assets and fixed assets;

•

requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated;

•

the loss of acquired unearned revenue and unbilled unearned revenue;

•

recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period;

•

use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition;

•

potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;

•

tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities;

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•

the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and

•

currency and regulatory risks associated with conducting operations in foreign countries.

In addition, acquired technologies and intellectual property may be rendered obsolete or uneconomical by our own or our competitors’ technological advances. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

We have in the past and may in the future depend on certain key customers for a significant portion of our revenues. The loss of any of these key customers or the loss of any contracted volumes could have a material adverse effect on our business.

We have historically relied on a limited number of customers for a significant portion of our revenues. For example, our largest customer for the year ended December 31, 2020 accounted for approximately 21.6% of our revenue. For the three months ended June 30, 2022, one customer accounted for approximately 11% of the Company’s revenue and as of June 30, 2022, that same customer accounted for approximately 15% of the Company’s accounts receivable balance. Although no single customer represented greater than 10% of revenue for 2021, sales to a limited number of customers may in the future account for a high percentage of our revenues in any given period, and the loss of any of these customers, or a significant reduction in sales to our existing customer base, could have a material adverse effect on our business.

Our bookings might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in our bookings.

Our bookings represent the anticipated contract value of goods and services to be delivered in the future under contracts (or purchase orders) which have been executed as well as contracts under negotiation that are priced, fully scoped, verbally awarded, and expected to be executed shortly. Bookings vary from period to period depending on numerous factors, including the overall health of the manufacturing industry, industry consolidation, and sales performance. We expect that the majority of purchase orders included in bookings for a given fiscal quarter will be earned as revenues within the quarter or subsequent four fiscal quarters, with the specific timing determined by the nature and scope of each purchase order, but generally not to exceed one fiscal year. However, in some cases, larger than average, long-term purchase orders may have a delivery schedule that spans beyond four quarters. Executed purchase orders also may be terminated or delayed at any time by our customers for reasons beyond our control. To the extent projects are delayed, the anticipated timing of our revenues could be materially adversely affected.

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given fiscal quarter will be earned as revenues within the quarter or subsequent four fiscal quarters, with the specific timing determined by the nature and scope of each purchase order, but generally not to exceed one fiscal year. However, in some cases, larger than average, long-term purchase orders may have a delivery schedule that spans beyond four quarters. Executed purchase orders also may be terminated or delayed at any time by our customers for reasons beyond our control. To the extent projects are delayed, the anticipated timing of our revenues could be materially adversely affected.

In the event a customer terminates a contract or purchase order, we are generally entitled to be paid for performance rendered through the termination date and for performance provided in winding down the project. However, we are generally not entitled to receive the full amount of revenues reflected in our bookings in the event of a contract or purchase order termination. A number of factors may affect bookings and the revenues generated from our bookings, including:

•

the size, complexity and duration of the products being manufactured;

•

changes in delivery schedules; and

•

the cancellation or delay of a contract or purchase order.

Although we expect an increase in bookings will generally result in an increase in future revenues to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in bookings over a particular period in time does not necessarily correspond to an increase in revenues during a particular period. The timing and extent to which bookings will result in revenues depends on many factors, including the timing of commencement of work, the rate at which we perform services, schedule changes, cancellations and delays, and the nature, duration, size and complexity of the products being manufactured. As a result of these factors, bookings are not necessarily a reliable indicator of future revenues and we might not realize all or any part of the revenues from the authorizations in bookings as of any point in time.

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an increase in bookings over a particular period in time does not necessarily correspond to an increase in revenues during a particular period. The timing and extent to which bookings will result in revenues depends on many factors, including the timing of commencement of work, the rate at which we perform services, schedule changes, cancellations and delays, and the nature, duration, size and complexity of the products being manufactured. As a result of these factors, bookings are not necessarily a reliable indicator of future revenues and we might not realize all or any part of the revenues from the authorizations in bookings as of any point in time.

Risks associated with our labor force could have a significant adverse effect on our business.

We had approximately 240 employees as of August 1, 2022. Various national, federal, and state labor laws govern our relationships with our employees and affect our operating costs. These laws include employee classifications as exempt or

non-exempt,

minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, anti-discrimination laws, safety standards, payroll taxes, employment agreements, citizenship requirements and other wage and benefit requirements for employees classified as

non-exempt.

As our employees may be paid at rates that relate to the applicable minimum wage, further increases in the minimum wage could increase our labor costs. Employees may make claims against us under national, federal, or state laws, which could result in significant costs. Significant additional government regulations could materially affect our business, financial condition, and results of operations.

None of our U.S. employees are currently covered by collective bargaining or other similar labor agreements. However, if a large number of our U.S. employees were to unionize, including in the wake of any future legislation that makes it easier for employees to unionize, our business could be negatively affected. Any inability by us to negotiate collective bargaining arrangements could cause strikes or other work stoppages, and new contracts could result in increased operating costs. If any such strikes or other work stoppages occur, or if other employees become represented by a union, we could experience a disruption of our operations and higher labor costs.

In addition, certain of our suppliers and logistics providers may have unionized work forces. Strikes, work stoppages or slowdowns could result in slowdowns or closures of facilities where the products that we sell are manufactured or could affect the ability of our suppliers to deliver such products to us. Any interruption in the production or delivery of these products could delay or reduce availability of these products and increase our costs.

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Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

We generally enter into

non-competition

agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients for a limited period after they cease working for us. We may be unable to enforce these agreements under the current or future laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former employees or consultants developed while working for us. For example, in Illinois, where most of our employees are based, applicable law imposes a number of requirements to enter into a valid

non-competition

agreement.

Regulations and evolving legislation governing issues involving climate change and sustainability could result in increased operating costs, which could have a material adverse effect on our business.

A number of international, federal, state or local governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impact of climate change. For example, the United States Environmental Protection Agency (“

EPA

”) issued a notice of finding and determination that emissions of carbon dioxide, methane, and other greenhouse gases (“

GHGs

”) present an endangerment to human health and the environment, which allowed EPA to begin regulating emissions of GHGs under existing provisions of the

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Clean Air Act (“

CAA

”). Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas and countries not subject to such limitations. Given the political significance, regulatory or compliance obligations and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. These impacts may adversely impact the cost, production and financial performance of our operations.

Risks Related to Third-Parties

We rely on our software and information technology systems to manage numerous aspects of our business, including our Cloud Manufacturing Platform, and a disruption of these systems could adversely affect our business.

We rely on our information technology systems to manage numerous aspects of our business, including our Cloud Manufacturing Platform, as well as to efficiently purchase products from our suppliers, provide procurement and logistic services, ship products to our customers, receive orders from our customers, manage our accounting and financial functions, including our internal controls, and maintain our research and development data. Our information technology systems are an essential component of our business and any disruption could significantly limit our ability to manage and operate our business efficiently. A failure of our information technology systems to perform properly could disrupt our supply chain, product development and customer experience, which may lead to increased overhead costs and decreased sales and have an adverse effect on our reputation and our financial condition. In particular, our Cloud Manufacturing Platform is an essential system that virtually all of our customers depend on for their design needs. If our Cloud Manufacturing Platform were to fail, we could face adverse consequences to our results of operations, financial condition, and business reputation. In addition, during the

COVID-19

pandemic, a substantial portion of our employees have conducted work remotely, making us more dependent on potentially vulnerable communications systems and making us more vulnerable to cyberattacks.

Although we take steps and incur significant costs to secure our information technology systems, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, our security measures may not be effective and our systems may be vulnerable to damage or interruption. Disruption to our information technology systems could result from power outages, computer and telecommunications failures, computer viruses, cyberattacks, ransomware attacks, phishing schemes, malware or other security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war, terrorism and usage errors by our employees.

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failures, computer viruses, cyberattacks, ransomware attacks, phishing schemes, malware or other security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war, terrorism and usage errors by our employees.

Our reputation and financial condition could be adversely affected if, as a result of a significant cyber-event or otherwise:

•

our operations are disrupted or shut down;

•

our confidential, proprietary information is stolen or disclosed;

•

we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; or

•

we must dedicate significant resources to system repairs or increase cyber security protection.

In addition, any unauthorized access, disclosure or other loss or unauthorized use of information or data could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant penalties and fines. In addition, although we seek to detect and investigate all data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure.

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The cost of investigating, mitigating, and responding to potential data security breaches and complying with applicable breach notification obligations to individuals, regulators, partners, and others can be significant. Our insurance policies may not be adequate to compensate us for the potential costs and other losses arising from such disruptions, failures, or security breaches. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, defending a suit, regardless of its merit, could be costly, divert management attention and harm our reputation.

If our computer systems are damaged or cease to function properly, or, if we do not replace or upgrade certain systems, we may incur substantial costs to repair or replace them and may experience an interruption of our normal business activities or loss of critical data. Any such disruption could adversely affect our reputation and financial condition.

We also rely on information technology systems maintained by third parties, including third-party cloud computing services and the computer systems of our suppliers for both our internal operations and our customer-facing infrastructure related to our advanced manufacturing solutions. These systems are also vulnerable to the types of interruption and damage described above but we have less ability to take measures to protect against such disruptions or to resolve them if they were to occur. Information technology problems faced by third parties on which we rely could adversely impact our business and financial condition as well as negatively impact our brand reputation.

The products we manufacture, and our manufacturing operations, rely upon complementary software, which is inherently complex and, despite extensive testing and quality control, has in the past and may in the future contain defects or errors, especially when first introduced, or otherwise not perform as contemplated. As the use of our products, including products that were recently acquired or developed, expands to more sensitive, secure or mission critical uses by our customers, we may be subject to increased scrutiny, potential reputational risk or potential liability should our software fail to perform as contemplated in such deployments. We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors or performance failures and we may encounter technical problems when we attempt to perform routine maintenance or enhance our software, internal applications, and systems, which could require us to allocate significant research and development and customer support resources to address these problems and divert the focus of our management and research and development teams. In addition, our Cloud Manufacturing Platform may be negatively impacted by technical issues experienced by our third-party service providers.

Our business, brands, reputation, and ability to attract and retain customers depend upon the satisfactory performance, reliability and availability of our software solutions, which in turn depend upon the availability of the internet and our third-party service providers. For example, we outsource our software hosting to Amazon Web Services (“

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and may in the future need to issue corrective releases of our software to fix these defects, errors or performance failures and we may encounter technical problems when we attempt to perform routine maintenance or enhance our software, internal applications, and systems, which could require us to allocate significant research and development and customer support resources to address these problems and divert the focus of our management and research and development teams. In addition, our Cloud Manufacturing Platform may be negatively impacted by technical issues experienced by our third-party service providers.

AWS

”), our hosting provider. Our hosting provider runs its own platforms upon which our solutions depend, and we are, therefore, vulnerable to service interruptions at the hosting provider level. We do not control the operation of any of AWS’ data center hosting facilities, and they may be subject to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, terrorist attacks and similar events. They may also be subject to interruptions due to system failures, computer viruses, software errors or subject to breaches of computer hardware and software security,

break-ins,

sabotage, intentional acts of vandalism and similar misconduct. And while we rely on service level agreements with our hosting provider, if they do not properly maintain their infrastructure or if they incur unplanned outages, our customers may experience performance issues or unexpected interruptions and we may not meet our service level agreement terms with our customers. We have experienced, and expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.

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Any inefficiencies, security vulnerabilities, errors, defects, technical problems or performance failures with our software, internal applications and systems could reduce the quality of our solutions or interfere with our customers’ (and their users’) use of our solutions, which could negatively impact our brand and reputation, reduce demand, lead to a loss of customers or revenue, adversely affect our results of operations and financial condition, increase our costs to resolve such issues and subject us to financial penalties and liabilities under our service level agreements. Any limitation of liability provisions that may be contained in our customer agreements may not be effective as a result of existing or future applicable law or unfavorable judicial decisions. The sale and support of our solutions entail the risk of liability claims, which could be substantial in light of the use of our solutions in enterprise-wide environments. In addition, our insurance against this liability may not be adequate to cover a potential claim.

If we experience a significant cybersecurity breach or disruption in our information systems or any of our partners’ information systems, our business could be adversely affected.

Malicious actors may be able to penetrate our network and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Malicious actors also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. While we employ a number of protective measures, including firewalls, network infrastructure vulnerability scanning, anti-virus and endpoint detection and response technologies, these measures may fail to prevent or detect attacks on our systems due to the frequent evolving nature of cybersecurity attacks. Although these measures are designed to ensure the confidentiality, integrity and availability of our information and technology systems, there is no assurance that these measures will detect all threats or prevent a cybersecurity attack in the future, which could adversely affect our business, reputation, operations or products.

In addition, our hardware and software or third party components and software that we utilize in our products may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation or security of the products. The costs to us to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

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significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

To the extent we experience cybersecurity incidents in the future, our relationships with our partners, suppliers and customers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in investigating, responding to and remediating the incidents, and in resolving any regulatory investigations or disputes that may arise with respect to them, any of which would cause our business, operations, or products to be adversely affected. In addition, the cost and operational consequences of implementing and adding further data protection measures could be significant.

We depend on a limited number of suppliers for a portion of our manufacturing needs and any delay, disruption or quality control problems in their operations, including due to the

COVID-19

pandemic, could cause harm to our operations, including loss of market share and damage to our brand.

We depend on suppliers for the components and raw materials used in our products. While there are several potential suppliers for most of these products, all of our products are manufactured, assembled, tested, and generally packaged by a limited number of suppliers and several single source providers of certain supplies. In most cases, we rely on these suppliers to procure components and, in some cases, subcontract engineering work. Our reliance on a limited number of suppliers involves a number of risks, including:

•

unexpected increases in manufacturing and repair costs;

•

inability to control the quality and reliability of products or materials;

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•

inability to control delivery schedules;

•

potential liability for expenses incurred by third-party suppliers in reliance on our forecasts that later prove to be inaccurate;

•

potential lack of adequate capacity to manufacture all or a part of the products we require;

•

potential labor unrest affecting the ability of the third-party suppliers to produce our products; and

•

unexpected component or process obsolescence making key components unavailable.

If any of our suppliers experience a delay, disruption or quality control problems in their operations, including due to the

COVID-19

pandemic, or if a primary third-party supplier does not renew its agreement with us, our operations could be significantly disrupted and our product shipments could be delayed. Qualifying a new supplier and commencing volume production is expensive and time consuming. Ensuring that a supplier is qualified to manufacture our products to our standards is time consuming. In addition, there is no assurance that a supplier can scale its production of our products at the volumes and in the quality that we require. If a supplier is unable to do these things, we may have to move production for the products to a new or existing third-party supplier, which would take significant effort and our brand, business, results of operations and financial condition could be materially adversely affected. Finally, if a supplier producing a highly specified product changes its materials or is unable to meet our production demands, it could lead to specification changes, increased lead time or cancellation of the product.

As we contemplate moving manufacturing into different jurisdictions, we may be subject to additional significant challenges in ensuring that quality, processes, and costs, among other issues, are consistent with our expectations.

In addition, because we use a limited number of third-party suppliers, increases in the prices charged may have an adverse effect on our results of operations, as we may be unable to find a supplier who can supply us at a lower price. As a result, the loss of a limited source supplier could adversely affect our relationships with our customers and our results of operations and financial condition.

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All of our products must satisfy safety and regulatory standards and some of our products must also receive government certifications. We rely on third-party providers to conduct the tests that support our applications for most regulatory approvals for our products. As part of the certification process, our third-party suppliers are subject to audit and must receive approvals from third-parties providing such certifications. Failure to meet these certifications by our third-party suppliers could adversely impact our business. Moreover, if our third-party suppliers fail to timely and accurately conduct the tests supporting our applications for regulatory approvals, we may be unable to obtain the necessary domestic or foreign regulatory approvals or certifications to sell our products in certain jurisdictions. As a result, we would be unable to sell our products and our sales and profitability could be reduced, our relationships with our sales channel could be harmed and our reputation and brand would suffer.

If our suppliers become unavailable or inadequate, our customer relationships, results of operations and financial condition may be adversely affected.

We acquire certain of our materials, which are critical to the ongoing operation and future growth of our business, from several third parties. We rely on our suppliers to manage their supply chains. If one of our suppliers has supply chain disruption, or our relationship with our supplier terminates, we could experience delay. While most manufacturing equipment and materials for our products are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a limited source supplier could adversely affect our brand and relationship with our customers as well as our results of operations and financial condition.

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In the case of certain materials, we have specified a certain grade of a product to be used in our manufacturing process. While there are several potential suppliers of most of these component materials that we use, we currently choose to use only one or a limited number of suppliers for several of these components and materials. For those materials, we could be impacted by any changes our suppliers make to such materials, which could include specification changes, lead time or cancellation of the material. If there is not an alternate product available, replacement thereof would require significant engineering and manufacturing efforts by us to qualify a replacement. Additionally, if a supplier of such materials decided to terminate their relationship with us, we may face delays in our production as we seek out a replacement supplier. Our reliance on a single or limited number of suppliers involves a number of risks, including:

•

potential shortages of some key components;

•

product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced;

•

discontinuation of a product or certain materials on which we rely;

•

potential insolvency of these vendors; and

•

reduced control over delivery schedules, manufacturing capabilities, quality, and costs.

In addition, we evaluate new suppliers pursuant to our internal procedures. This process involves evaluations of varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems and parts based on our internal forecasts and the availability of raw materials, assemblies, components, and finished goods that are supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, component or raw material that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased production or related costs and consequently reduced margins, and damage to our reputation. If we were unable to find a suitable supplier for a particular component, material, or compound, we could be required to modify our existing products or the

end-parts

that we offer to accommodate substitute components, material, or compounds. While we monitor risk internally related to our sourcing (particularly concerning raw materials), there is no guarantee that will sufficiently protect us if we suddenly lose access to supplies unexpectedly.

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offer to accommodate substitute components, material, or compounds. While we monitor risk internally related to our sourcing (particularly concerning raw materials), there is no guarantee that will sufficiently protect us if we suddenly lose access to supplies unexpectedly.

The manufacture and distribution of our products is subject to the risks of doing business in China, which could affect our ability to obtain products from suppliers or control the costs of our products.

The possibility of adverse changes in trade or political relations with China, political instability, increases in labor costs, or the continuation of the COVID-19 pandemic or the outbreak of another pandemic disease in China could severely interfere with the manufacturing and/or shipment of our products and would have a material adverse effect on our operations. Our business operations may be adversely affected by the current and future political environment in China. Our ability to source supplies and products from China may be adversely affected by changes in Chinese laws and regulations (or the interpretation thereof), including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under its current leadership, China’s Communist Party has been pursuing economic reform policies; however, there is no assurance that China’s government will continue to pursue these policies, or that it will not significantly alter these policies without notice. Policy changes could adversely affect our interests through, among other factors: changes in laws and regulations, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. In addition, electrical shortages, labor shortages or work stoppages may extend the production time necessary to produce our orders. There may be circumstances in the future where we may have to incur higher freight charges to expedite the delivery of product to our customers which could negatively affect our gross profit if we are unable to pass on those charges to our customers.

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Our manufacturing facilities and those of our suppliers, as well as our customers’ facilities and our third-party logistics providers, are vulnerable to disruption due to natural or other disasters, strikes and other events beyond our control.

A major earthquake, fire, tsunami, hurricane, cyclone or other disaster, such as a major flood, seasonal storms, nuclear event or terrorist attack affecting our facilities or the areas in which they are located, or affecting those of our customers or suppliers or fulfillment centers, could significantly disrupt our or their operations and delay or prevent product shipment or installation during the time required to repair, rebuild or replace our or their damaged manufacturing facilities. These delays could be lengthy and costly. If any of our facilities, or those of our suppliers, third-party logistics providers or customers are negatively impacted by such a disaster, production, shipment and installation of our advanced manufacturing machines could be delayed, which can impact the period in which we recognize the revenue related to that advanced manufacturing machine sale. Additionally, customers may delay purchases of our products until operations return to normal. Even if we are able to respond quickly to a disaster, the continued effects of the disaster could create uncertainty in our business operations. In addition, concerns about terrorism, the effects of a terrorist attack, political turmoil, labor strikes, war or the outbreak of epidemic or pandemic diseases (including the outbreak of the coronavirus disease

COVID-19)

could have a negative effect on our operations and sales.

Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.

The price and availability of key raw materials and components used to manufacture our products may fluctuate significantly. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, currency fluctuations, inflation and global demand trends. See “

~~The~~Inflation price and availability of key raw materials and components used to manufacture our products may fluctuate significantly. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, currency fluctuations, and global demand trends. Any fluctuations in the cost and availability of any of our raw materials or other sourcing or transportation costs related to our raw materials or products could ~~harm~~adversely ~~our~~impact ~~gross margins and~~ our ~~ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these product cost increases or fluctuations, our results of operations could be harmed.~~ financial

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Any fluctuations in the cost and availability of any of our raw materials or other sourcing or transportation costs related to our raw materials or products could harm our gross margins and our ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these product cost increases or fluctuations, our results of operations could be harmed.

Risks Related to International Operations

Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling custom parts and other products in

non-United

States locations.

For the year ended December 31, 2021, our products and services were distributed in over 25 countries around the world, and we derived approximately 5% of our revenue from these international markets. Accordingly, we face operational risks from doing business internationally.

Our operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks. Although we currently invoice customers in United States dollars, increases in the value of the dollar relative to foreign currencies may make our products less attractive to foreign customers. We may also incur currency transaction risks when we enter into either a purchase or a sale transaction using a different currency than United States dollars. In such cases, we may suffer an exchange loss because we do not currently engage in currency swaps or other currency hedging strategies to address this risk. As we realize our strategy to expand internationally, our exposure to currency risks may increase. Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have an adverse effect on our results of operations.

The shipments of our products to foreign customers and/or

end-users

may be subject to tariffs and other restrictions imposed by the destination countries. As we procure equipment and materials from foreign suppliers, we may be required to pay import duties and comply with regulations imposed by the CBP. Both the U.S. and

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foreign tariff rates and import restrictions may change from time to time, which could adversely impact our global operations, for example, by decreasing the price competitiveness of our products in foreign markets and/or by increasing our manufacturing costs.

Other risks and uncertainties we face from our global operations include:

•

difficulties in staffing and managing foreign operations;

•

limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties;

•

potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;

•

costs and difficulties of customizing products for foreign countries;

•

challenges in providing solutions across a significant distance, in different languages and among different cultures;

•

laws and business practices favoring local competition;

•

being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties, and regulations, including local labor laws;

•

strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation;

•

uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union;

•

compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;

•

tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;

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•

operating in countries with a higher incidence of corruption and fraudulent business practices;

•

changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices, and data privacy concerns;

•

failure by our distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions;

•

potential adverse tax consequences arising from global operations;

•

seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally;

•

rapid changes in government, economic and political policies, and conditions; and

•

political or civil unrest or instability, terrorism, war or epidemics and other similar outbreaks or events.

In October 2021, based on an internal review, we became aware of certain additional customs duties likely owed to CBP. We initiated a voluntary prior 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 our disclosure, we conducted a comprehensive review of our import practices and in March 2022 made a further submission to CBP providing details regarding the possible errors. Based on currently known information, we recognized a $1.0 million charge within “Cost of revenues” in our Consolidated Statement of Operations for the year ended December 31, 2021, included in the Legacy Fast Radius financial statements included in this prospectus. The information we submitted will be reviewed by CBP and we may be liable to CBP for additional unpaid duties and interest. The resolution of this prior disclosure could be material to our cash flows in a future period and to our results of operations for any period.

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In addition, additive manufacturing has been identified by the U.S. government as an emerging technology and is currently being further evaluated for national security impacts. We expect additional regulatory changes to be implemented that will result in increased and/or new export controls related to additive manufacturing technologies, components and related materials and software. These changes, if implemented, may result in our being required to obtain additional approvals and/or licenses to sell products in the global market.

Our failure to effectively manage the risks and uncertainties associated with our global operations could limit the future growth of our business and adversely affect our business and operating results.

Global economic, political, and social conditions and uncertainties in the market that we serve may adversely impact our business.

Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. Declines in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. Economic uncertainty in Europe, the United States, India, Japan, China, and other countries may cause customers and potential customers to further delay or reduce technology purchases.

We also face risks from financial difficulties or other uncertainties experienced by our suppliers, distributors or other third parties on which we rely. If third parties are unable to supply us with required materials or components or otherwise assist us in operating our business, our business could be harmed.

For example, the possibility of an ongoing trade war between the United States and China may impact the cost of raw materials, finished products or components used in our products. Other changes in U.S. social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment could also adversely affect our business. In particular, on June 23, 2016, the U.K. held a referendum in which a majority of the eligible members of the electorate voted to leave the EU, commonly referred to as Brexit. Pursuant to Article 50 of the Treaty on EU, the U.K. ceased being a member state of the EU on January 31, 2020. The implementation period began February 1, 2020 and continued until December 31, 2020, during which U.K. continued to follow all of the EU’s rules and the U.K.’s trading relationship remained the same. The U.K. and the EU have signed an

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EU-UK

Trade and Cooperation Agreement, or TCA, which became effective on May 1, 2021. This agreement provides details on how some aspects of the U.K. and EU’s relationship will operate going forwards however there are still many uncertainties and how the TCA will take effect in practice is still largely unknown. Additionally, there is a risk that other countries may decide to leave the European Union. This uncertainty surrounding this transition may have an effect on global economic conditions and the stability of global financial markets, which in turn could have a material adverse effect on our business, financial condition and results of operations. If global economic conditions remain volatile for a prolonged period or if European economies experience further disruptions, our results of operations could be adversely affected.

Uncertainty and instability resulting from the conflict between Russia and Ukraine could negatively impact our business, financial condition and operations.

Russia’s recent invasion of Ukraine and the uncertainty surrounding the escalating conflict could negatively impact global and regional financial markets which could result in businesses postponing spending in response to tighter credit, higher unemployment, financial market volatility, negative financial news, and other factors. In addition, our suppliers and contractors may have staff, operations, materials or equipment located in the Ukraine or Russia which could impact our supply chain or services being provided to us. Poor relations between the United States and Russia, sanctions by the United States and the European Union against Russia, and any escalation of political tensions or economic instability in the area could have an adverse impact on our suppliers and contractors. In particular, Russia’s invasion of Ukraine and the increased tensions among the United States, the North Atlantic Treaty Organization and Russia could increase the threat of armed conflict, cyberwarfare and economic instability that could disrupt or delay the operations of these resources in Russia and/or Ukraine, disrupt or delay communication with such resources or the flow of funds to support their operations, or otherwise render our resources unavailable.

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the North Atlantic Treaty Organization and Russia could increase the threat of armed conflict, cyberwarfare and economic instability that could disrupt or delay the operations of these resources in Russia and/or Ukraine, disrupt or delay communication with such resources or the flow of funds to support their operations, or otherwise render our resources unavailable.

Inflation could adversely impact our financial condition and results of operations.

Inflation in the United States began to rise significantly in the second half of the calendar year of 2021 and continued to increase in the first half of 2022. This is primarily believed to be the result of the economic impacts from the COVID-19 pandemic, including the global supply chain disruptions, strong economic recovery and associated widespread demand for goods, and government stimulus packages, among other factors. For instance, global supply chain disruptions have resulted in shortages in materials and services. Such shortages have resulted in inflationary cost increases for labor, materials, and services, and could continue to cause costs to increase as well as scarcity of certain products. Global supply chain disruptions continue to persist, and may become worse due to the war in Ukraine, the COVID-19 pandemic-related lock-downs in China or for other reasons. We are experiencing inflationary pressures in certain areas of our business, including with respect to prices of our raw materials and employee wages, although, to date, we have been able to offset such pressures, to some extent, through price increases and other measures. We cannot, however, predict any future trends in the rate of inflation or associated increases in our operating costs and how that may impact our business. In addition, the demand for our solutions may soften as we continue to increase the prices of our solutions to offset the inflationary pressure. To the extent we are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our business, or to continue to grow our sales volumes, our net sales and gross margins could decrease, and our financial condition and results of operations could be adversely affected.

The effects of regulations relating to conflict minerals may adversely affect our business.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted new requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements require companies to research, disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of such minerals if they are found to be used in the manufacture of our products or materials. In addition, we expect to continue to incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free.

Risks Related to Sales of Products to the U.S. Government

We are subject to audits by the U.S. government which could adversely affect our business.

U.S. government agencies routinely audit and investigate government contractors to monitor performance, cost allocations, cost accounting and compliance with applicable laws, regulations, and standards. Since some of our contracts provide for cost reimbursement, the U.S. government has the right to audit our costs even after job completion and after we have billed and recognized the corresponding revenue. The U.S. government also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation, and management information systems. Any costs found to be improperly allowed or improperly allocated to a specific contract will not be reimbursed, and any such costs that have already been reimbursed must be refunded, which would affect associated revenue that had already been recognized. While we intend to implement uniform procurement and compliance programs for all of our business, we may be subject to more risks from these audits until we are able to implement such a program effectively.

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review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation, and management information systems. Any costs found to be improperly allowed or improperly allocated to a specific contract will not be reimbursed, and any such costs that have already been reimbursed must be refunded, which would affect associated revenue that had already been recognized. While we intend to implement uniform procurement and compliance programs for all of our business, we may be subject to more risks from these audits until we are able to implement such a program effectively.

Responding to governmental audits, inquiries or investigations may involve significant expense and divert the attention of our management. If a government review or investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, damages, fines and suspension or debarment from doing business with U.S. government agencies. In addition, our reputation could be seriously harmed by allegations of impropriety, even if unfounded. Our internal controls may not prevent or detect all improper or illegal activities.

Our business is subject to laws and regulations that are more restrictive because we are a contractor and subcontractor to the U.S. government.

As a contractor and subcontractor to the U.S. government, we are subject to various laws and regulations that are more restrictive than those applicable to

non-government

contractors, including the Federal Acquisition Regulations and its supplements, which comprehensively regulate the formation, administration and performance of U.S. government contracts, and the Truth in Negotiations Act and various other laws, which require certain certifications and disclosures. These laws and regulations, among other things:

•

require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted;

•

require certification and disclosure of cost and pricing data in connection with certain contract negotiations;

•

impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts;

•

may require certain products that the U.S. government purchases to be manufactured in the U.S. and other relatively high-cost manufacturing locations under Buy American Act or other regulations, and we may not manufacture all products in locations that meet these requirements, which may preclude our ability to sell some solutions or services;

•

restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and

•

impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor.

In addition, we may be subject to industrial security regulations of the U.S. Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive U.S. government information. If we were to come under foreign ownership, control or influence, our U.S. government customers could terminate, or decide not to renew, our contracts, or we may be subjected to burdensome industrial security compliance measures. Such a situation could impair our ability to obtain new contracts and subcontracts. The government may also change its procurement practices or adopt new contracting rules and regulations that could be costly to satisfy or that could impair our ability to obtain new contracts.

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Risks Related to Litigation and Liability

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

We have restated our financial statements for the nine months ended September 30, 2021, in the financial statements included in our Current Report on Form 8-K/A filed with the SEC on March 30, 2022. As a result of material weaknesses that we have identified in our internal control over financial reporting, the restatement, the adjustments relating to the overstatement of revenue and overstatement and understatement of certain expenses, and other matters raised or that may in the future be raised by the SEC or others, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

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litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

We could be subject to personal injury, property damage, product liability, warranty and other claims involving allegedly defective products that we supply.

The products we supply are sometimes used in potentially hazardous or critical applications, such as the assembled parts of an aircraft, medical device, or motor vehicles. The sale of our products and the provision of related services in general, and to customers in the foregoing industries in particular, exposes us to possible claims for property damage and personal injury or death, which may result from the use of these

end-use

parts. While we have not experienced any such claims to date, actual or claimed defects in the products we supply could result in our being named as a defendant in lawsuits asserting potentially large claims. We may be potentially liable, in significant amounts, and face significant harm to our reputation if an aircraft, medical or vehicular part, component or accessory or any other aviation, medical or vehicular product that we have sold, produced or repaired fails due to our fault, in whole or in part, or if an aircraft or motor vehicle for which we have provided services or in which their parts are installed crashes, and the cause can be linked to those parts or cannot be determined. A similar risk arises in connection with sales of our products to customers in the aerospace industry to the extent that the parts produced by those products do not function properly and are responsible for damages. Our commercial contracts generally contain limitations on liability, and we carry liability insurance in amounts that we believe are adequate for our risk exposure and commensurate with industry norms. While we intend to monitor our insurance coverage as our business continues to grow, claims may arise in the future, and that insurance coverage may not be adequate or available to protect our consolidated company in all circumstances. Additionally, we might not be able to maintain adequate insurance coverage for our business in the future at an acceptable cost. Any liability claim against us that is not covered by adequate insurance could adversely affect our consolidated results of operations and financial condition. Finally, any liability claim against us may cause harm to our brand, reputation and adversely impact our business.

Failure of our global operations to comply with anti-corruption laws and various trade restrictions, such as sanctions and export controls, could have an adverse effect on our business.

We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. Doing business on a global basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, as well as the laws of the countries where we do business.

We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea, Russia and the Crimea Region of Ukraine. In addition, our products are subject to export regulations that can involve significant compliance time and may add additional overhead cost to our products. In recent years the United States government has a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls, and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future products may be subject to these heightened regulations, which could increase our compliance costs. For instance, recent amendments to the U.S. Export Administration Regulations (“

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EAR

”) increased restrictions on exports to certain “military

end-users”

and for “military

end-uses”

by certain persons in China, Russia, or Venezuela, which requires us to perform due diligence on customers and

end-users

in those countries for potential military connections.

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We also need to monitor the changes in export-related laws and regulations, such as International Traffic in Arms Regulations (“

ITAR

”), and their applicability to our products and services. If our products or services become subject to the ITAR, we may be required to obtain licenses, clearances, or authorizations from various regulatory entities. If we are not allowed to export our products or services, or if the clearance process is burdensome, our ability to generate revenue would be adversely affected and our operating costs could increase.

In addition, international sales of certain of our products may be subject to local laws and regulations in foreign jurisdictions which we may not be familiar with. We may not be allowed to ship our products to certain countries without meeting their local laws and regulations. The failure to comply with any of these laws or regulations could adversely affect our ability to conduct our business and generate revenues.

We are committed to doing business in accordance with applicable anti-corruption laws and regulations and with applicable trade restrictions. We are subject, however, to the risk that our affiliated entities or our and our affiliates’ respective officers, directors, employees, and agents (including distributors of our products) may take action determined to be in violation of such laws and regulations. Any violation by us or by any of these persons could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our operating results. In addition, actual or alleged violations could damage our reputation and ability to do business.

Although we take precautions to prevent violations of applicable anti-corruption laws and regulations and applicable trade restrictions, we cannot guarantee that the precautions we take will prevent violations of such laws. If we are found to be in violation of U.S. anti-corruption, sanctions, or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets or otherwise.

We are subject to environmental, health and safety laws and regulations related to our operations, which could subject us to compliance costs and/or potential liability.

We are subject to domestic and foreign environmental, health and safety laws and regulations governing our operations. A certain risk of environmental liability is inherent in our production activities. These laws and regulations govern, among other things, the generation, use, storage, registration, handling, transport and disposal of chemicals and waste materials, the presence of specified substances in electrical products; the emission and discharge of hazardous materials into the ground, air or water; the investigation and cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees. As such, our operations, including our production activities, carry an inherent risk of environmental, health and safety liabilities. Under these laws and regulations, we could be subject to liability for improper disposal of chemicals and waste materials, including those resulting from the use of our systems and accompanying materials by

end-users.

Accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims for damages against us. In the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or undertake expensive remedial obligations. If our operations fail to comply with such laws or regulations, we may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities, or may be required to make significant expenditures to achieve compliance. In addition, we may be required to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we generate, use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardless of fault. We may be identified as a potentially responsible party under such laws. The amount of any costs, including fines or damages payments that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.

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We may be subject to environmental laws and regulations concerning the import and export of chemicals and hazardous substances including, without limitation, the United States Toxic Substances Control Act (“

or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities, or may be required to make significant expenditures to achieve compliance. In addition, we may be required to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we generate, use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardless of fault. We may be identified as a potentially responsible party under such laws. The amount of any costs, including fines or damages payments that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.

TSCA

”) and the Registration, Evaluation, Authorization and Restriction of Chemical Substances (“

REACH

”). These laws and regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.

The cost of complying with current and future environmental, health and safety laws applicable to our operations, or the liabilities arising from releases of, or exposure to, hazardous substances, may result in future expenditures. Any of these developments, alone or in combination, could have an adverse effect on our business, financial condition, and results of operations.

Aspects of our business are subject to laws and regulations governing privacy and data security. Changes in laws, regulations, and public perception concerning data protection and privacy, or changes in the interpretation or patterns of enforcement of existing laws and regulations, could impair our efforts to maintain and expand our customer base or the ability of our customers to use our services. Breaches of laws and regulations concerning data protection and privacy could expose us to significant fines and other penalties.

We hold personal information about a variety of individuals, such as our employees, prospects, and our customers. Processing of personal information is increasingly subject to legislation and regulation in numerous jurisdictions around the world.

For example, relevant applicable laws and regulations governing the collection, use, disclosure or other processing of personal information include, in the United States, rules and regulations promulgated under the authority of the Federal Trade Commission, the California Consumer Privacy Act of 2018 (the “

CCPA

”) and state breach notification laws. In particular, the CCPA, among other things, requires covered “Businesses” to provide new disclosures to California consumers and afford such consumers new rights with respect to their personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation.

The CCPA has prompted a number of proposals for new federal and state-level privacy legislation. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

Moreover, we have customers in the EU and the United Kingdom. Accordingly, we are subject to the General Data Protection Regulation (EU) 2016/679 (the “

GDPR

”), and related member state implementing legislation, and to the UK’s Data Protection Act 2018 (collectively, “

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European Data Protection Law

”). European Data Protection Law places obligations on controllers and processors of personal data, while establishing rights for individuals with respect to their personal data. European Data Protection Law is also explicitly extraterritorial in its application, and could affect our business activities in jurisdictions outside the EU and the UK. Additionally, European Data Protection Law imposes strict rules on the transfer of personal data outside of the EU to countries that do not ensure an adequate level of protection, like the United States. These transfers are prohibited unless an appropriate safeguard specified by the GDPR is implemented, such as the Standard Contractual Clauses (SCCs) or binding corporate rules. The Court of Justice of the European Union (the “

CJEU

”) recently deemed that these transfers need to be analyzed on a

case-by-case

basis to ensure EU standards of data protection are met in the jurisdiction where the data importer is based. European regulators have issued recent guidance following the

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CJEU case that imposes significant new diligence requirements on transferring data outside the EU. Complying with this guidance is and will continue to be expensive and time consuming and may ultimately prevent us from transferring personal data outside the EU, which would cause significant business disruption. The GDPR imposes sanctions for violations up to the greater of €20 million and 4% of worldwide gross annual revenue, enables individuals to claim damages for violations and introduces the right for

non-profit

organizations to bring claims on behalf of data subjects.

The regulatory framework governing the collection, processing, storage, use and sharing of personal information is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform capabilities. We cannot yet fully determine the impact these or future laws, rules, regulations, and industry standards may have on our business or operations. Additionally, our customers may be subject to differing privacy laws, rules, and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions.

Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of personal information and may mean we become bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. We have incurred, and may continue to incur, significant expenses to comply with evolving mandatory privacy and security standards and protocols imposed by law, regulation, industry standards, shifting merchant and customer expectations, or contractual obligations, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, solutions, and services and/or increase our cost of doing business.

We publicly post documentation regarding our privacy practices. Although we endeavor to comply with our published policies and documentation, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards could expose us to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.

Our business has risks that may not be adequately covered by insurance or indemnity.

We may face unanticipated risks of legal liability for damages caused by the actual or alleged failure of our products. While we have attempted to secure liability insurance coverage at an appropriate cost, it is impossible to adequately insure against all risks inherent in our industry, nor can we assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future. Our insurance policies also contain deductibles, limitations, and exclusions, which increase our costs in the event of a claim. Even a partially uninsured claim of significant size, if successful, could have an adverse effect on our financial condition. In addition, we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, and our existing policies may be cancelled or otherwise terminated by the insurer. Maintaining adequate insurance and successfully accessing insurance coverage that may be due for a claim can require a significant amount of our management’s time, and we may be forced to spend a substantial amount of money in that process. Substantial claims in excess of or not otherwise covered by indemnity or insurance could harm our financial condition and operating results.

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Even a partially uninsured claim of significant size, if successful, could have an adverse effect on our financial condition. In addition, we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, and our existing policies may be cancelled or otherwise terminated by the insurer. Maintaining adequate insurance and successfully accessing insurance coverage that may be due for a claim can require a significant amount of our management’s time, and we may be forced to spend a substantial amount of money in that process. Substantial claims in excess of or not otherwise covered by indemnity or insurance could harm our financial condition and operating results.

Risks Related to Intellectual Property

We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

Our success is dependent, in part, upon protecting our proprietary information and technology. Our intellectual property portfolio primarily consists of patent applications, registered and unregistered trademarks, unregistered copyrights, domain names,

know-how,

and trade secrets. We may be unsuccessful in adequately protecting our intellectual property.

Our trade secrets,

know-how

and other unregistered proprietary rights are a key aspect of our intellectual property portfolio. While we take reasonable steps to protect our trade secrets and confidential information and enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and we may not have entered into such agreements with all relevant parties. Such agreements may be breached and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave our company and join our competitors, or our competitors or other parties may learn of the information in some other way. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected. The disclosure to, or independent development by, a competitor of any of our trade secrets,

know-how

or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that we may have over such competitor. This concern could manifest itself in particular with respect to our proprietary materials that are used with our systems. Portions of our proprietary materials may not be afforded patent protection.

Current laws may not provide for adequate protection of our solutions, especially in foreign jurisdictions which may have laws that provide insufficient protections to companies. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our solutions, or certain aspects of our solutions may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and the laws and mechanisms for protection and enforcement of intellectual property rights in some foreign countries may be inadequate. As we continue to operate in foreign countries and expand our international activities, we have encountered and may in the future encounter challenges in navigating the laws of foreign countries, which may adversely affect our ability to protect our proprietary rights. Further, competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property or claiming that we infringe upon or misappropriate their technology and intellectual property.

To protect our intellectual property rights, we may be required to spend significant resources to monitor, protect, and defend these rights, and we may or may not be able to detect infringement by our customers or third parties. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our Cloud Manufacturing Platform, impair the functionality of our Cloud Manufacturing Platform, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our Cloud Manufacturing Platform, or injure our reputation. In addition, we may be required to license additional technology from third

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secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our Cloud Manufacturing Platform, impair the functionality of our Cloud Manufacturing Platform, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our Cloud Manufacturing Platform, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

We have in the past and may in the future be subject to claims that we have infringed or otherwise violated third parties’ intellectual property rights. There is patent, copyright, and other intellectual property development and enforcement activity in our industry and relating to the advanced manufacturing technology we use in our business. Our future success depends in part on not infringing upon or otherwise violating the intellectual property rights of others. From time to time, our competitors or other third parties (including

non-practicing

entities and patent holding companies) may claim that we are infringing upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our current or future technology or conflict with our rights, and the patent, copyright, and other intellectual property rights of others may limit our ability to improve our technology and compete effectively. Any claims of intellectual property infringement or other intellectual property violations, even those without merit, could:

•

be expensive and time consuming to defend;

•

cause us to cease making, licensing, or using our Cloud Manufacturing Platform or solutions that incorporate the challenged intellectual property;

•

require us to modify, redesign, reengineer or rebrand our Cloud Manufacturing Platform or solutions, if feasible;

•

divert management’s attention and resources; or

•

require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly settlement agreements, or prevent us from offering our Cloud Manufacturing Platform or solutions, any of which could have a negative impact on our operating profits and harm our future prospects. We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses, modify our Cloud Manufacturing Platform or solutions, or refund fees, which could further exhaust our resources. Such disputes could also disrupt our Cloud Manufacturing Platform or solutions, adversely affecting our customer satisfaction and ability to attract customers.

We may incur substantial costs enforcing and defending our intellectual property rights.

We may incur substantial expense costs in protecting, enforcing, and defending our intellectual property rights against third parties. Intellectual property disputes may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could have an adverse effect on our business and financial condition.

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by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could have an adverse effect on our business and financial condition.

If we are unable to adequately protect or enforce our intellectual property rights, such information may be used by others to compete against us.

We have devoted substantial resources to the development of our technology and related intellectual property rights. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We rely on a combination of registered and unregistered intellectual property and protect our rights using patents, licenses, trademarks, trade secrets, confidentiality and assignment of invention agreements and other methods.

Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes, or improvements. We cannot assure you that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated, or circumvented, or will otherwise provide us with meaningful protection. Our pending patent applications may not be granted, and we may not be able to obtain foreign patents or pending applications corresponding to our U.S. patents. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

Our trade secrets,

know-how

and other unregistered proprietary rights are a key aspect of our intellectual property portfolio. While we take reasonable steps to protect our trade secrets and confidential information and enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and we may not have entered into such agreements with all relevant parties. Such agreements may be breached and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave our company and join our competitors, or our competitors or other parties may learn of the information in some other way. The disclosure to, or independent development by, a competitor of any of our trade secrets,

know-how

or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that we may have over such competitor.

If our patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer solutions similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents and other intellectual property. Any of the foregoing events would lead to increased competition and reduce our revenue or gross margin, which would adversely affect our operating results.

If we attempt enforcement of our intellectual property rights, we may be subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Any of the foregoing could adversely affect our business and financial condition.

As part of any settlement or other compromise to avoid complex, protracted litigation, we may agree not to pursue future claims against a third party, including related to alleged infringement of our intellectual property rights. Part of any settlement or other compromise with another party may resolve a potentially costly dispute but may also have future repercussions on our ability to defend and protect our intellectual property rights, which in turn could adversely affect our business.

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rights. Part of any settlement or other compromise with another party may resolve a potentially costly dispute but may also have future repercussions on our ability to defend and protect our intellectual property rights, which in turn could adversely affect our business.

Our Cloud Manufacturing Platform contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to commercialize our solutions.

Our Cloud Manufacturing Platform contains components that are licensed under

so-called

“open source,” “free” or other similar licenses. Open source software is made available to the general public on an

“as-is”

basis under

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the terms of a

non-negotiable

license. We currently combine our proprietary software with open source software and intend to continue doing so in the future. Additionally, we make some of our source code available under open source licenses, which may limit our ability to protect our intellectual property rights in our source code and prevent our competitors or others from using such source code. Our use and distribution of open source software may entail greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to disclose or make available the source code of our proprietary software to third parties. We may also face claims alleging noncompliance with open source license terms or infringement or misappropriation of third-party intellectual property rights in open source software. These claims could result in litigation, require us to purchase a costly license or remove the software. In addition, if the license terms for open source software that we use change, we may be forced to

re-engineer

our solutions, incur additional costs or discontinue the sale of our offerings if

re-engineering

could not be accomplished on a timely basis. Although we monitor our use of open source software to avoid subjecting our offerings to unintended conditions, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We cannot guarantee that we have incorporated open source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

We store confidential customer information in our systems that, if breached or otherwise subjected to unauthorized access, may harm our reputation, or brand or expose us to liability.

Our systems store, process, and transmit our customers’ confidential information, including the intellectual property in their part designs, credit card information, and other sensitive data. We rely on encryption, authentication, and other technologies licensed from third parties, as well as administrative and physical safeguards, to secure such confidential information. Any compromise of our information security could damage our reputation and brand and expose us to a risk of loss, costly litigation, and liability that would substantially harm our business and operating results. We may not have adequately assessed the internal and external risks posed to the security of our company’s systems and information and may not have implemented adequate preventative safeguards or take adequate reactionary measures in the event of a security incident. In addition, most states have enacted laws requiring companies to notify individuals and often state authorities of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our existing and prospective customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether successful or not, would harm our reputation and brand and could cause the loss of customers.

General Risk Factors

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. In addition, the Sarbanes Oxley Act of 2002 and rules subsequently implemented by the SEC and The Nasdaq Global Market (“

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NASDAQ

”) have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

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Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 (the “

Sarbanes Oxley Act

”), we are required to furnish a report by our management on our internal control over financial reporting, including an attestation

report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. We could be an emerging growth company for up to five years. To achieve compliance with Section 404 of the Sarbanes Oxley Act within the prescribed period, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes Oxley Act. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements. In addition, if we are not able to continue to meet these requirements, we may not be able to remain listed on NASDAQ.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act could impair our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations and have a material adverse effect on our business.

We have significant requirements for financial reporting and internal controls as a public company. The process of designing and implementing effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis or result in material misstatements in our consolidated financial statements, which could harm our operating results. In addition, we are required, pursuant to Section 404 of the Sarbanes Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert management’s attention from other matters that are important to our business. Our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting on an annual basis. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. If we are not able to complete our initial assessment of our internal controls and otherwise implement the requirements of Section 404 of the Sarbanes Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal control over financial reporting.

We use

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non-GAAP

financial measures in reporting our annual and quarterly results of operations.

As part of our reporting of our annual and quarterly results of operations, we publish measures compiled in accordance with GAAP as well as

non-GAAP

financial measures, along with a reconciliation between the GAAP and

non-GAAP

financial measures. The reconciling items adjust amounts reported in accordance with GAAP for certain items which are described in detail in our published results of operations. Our consolidated financial statements themselves do not and will not contain any

non-GAAP

financial measures.

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We believe that our

non-GAAP

financial measures are meaningful to investors when analyzing our results of operations as this is how our business is managed. The market price of our stock may fluctuate based on future non-GAAP results if investors base their investment decisions on such

non-GAAP

financial measures. If we decide to alter or curtail the use of

non-GAAP

financial measures in our quarterly earnings press releases, the market price of our stock could be adversely affected if investors analyze our performance in a different manner.

Further, any failure to accurately report and present our

non-GAAP

financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Common Stock.

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate the material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the audits of our consolidated financial statements for the years ended December 31, 2021 and 2020, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to the fact that we did not design or maintain an effective control environment commensurate with our financial reporting requirements, including (a) lack of a sufficient number of trained professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (b) lack of accounting processes, structures, reporting lines and appropriate authorities and responsibilities to achieve financial reporting objectives. These deficiencies in our control environment contributed to the following additional deficiencies (each of which individually represents a material weakness) in our internal control over financial reporting:

•

We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries, and complex transactions; and

•

We did not design and maintain effective controls over segregation of duties for key financial processes and access within IT systems, which includes certain personnel having the ability to both prepare and post manual journal entries without an independent review by someone without the ability to prepare and post manual journal entries.

In addition, in the process of preparing our fourth quarter 2021 financial statements, management discovered misstatements related to the overstatement of revenue and overstatement and understatement of certain expenses related to the nine month period ended September 30, 2021. On March 28, 2022, the Audit Committee of our board of directors concluded that we would restate our previously issued financial statements for the nine months ended September 30, 2021. We concluded that material weaknesses over financial reporting contributed to the following accounting errors:

•

Revenue was recorded incorrectly for transactions which we could not assert that collection from the customer was probable under the requirements of Accounting Standard Codification (“ASC”) 606.

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•

Software capitalization costs and the associated amortization were incorrectly calculated and recorded due to errors in tracking the time period when the design, development and testing of the software occurs and is therefore capitalizable under ASC 350-40.

•

We incorrectly accrued certain transaction costs twice.

•

Certain transaction-related fees that were paid were incorrectly classified as operating cash flows on the condensed consolidated statement of cash flows

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Please refer to Note 16 of the audited financial statements of Legacy Fast Radius included in Exhibit 99.1 to the Current Report on Form 8-K/A filed with the SEC on March 30, 2022 for additional information.

In addition, ENNV identified material weaknesses in its internal control over financial reporting as of December 31, 2021. On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the Statement, the SEC staff, among other things, expressed its view that certain terms and conditions common to warrants issued by SPACs, such as ENNV, may require such warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. ENNV previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. Following the issuance of the Statement, ENNV’s management and audit committee concluded that in light of the Statement, it was appropriate to restate ENNV’s previously issued audited balance sheet as of February 11, 2021 included in the Current Report on Form 8-K filed with the SEC on February 19, 2021.

Additionally, ENNV reevaluated its application of ASC 480-10-S99-3A on the classification of redeemable shares of common stock that were issued as part of the Units sold in the ENNV IPO. Historically, a portion of our public shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that ENNV would consummate its initial business combination only if it has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, ENNV’s management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required to complete ENNV’s initial business combination. ENNV’s management and audit committee concluded that in light of this change it was appropriate to restate ENNV’s previously issued financial statements as of February 11, 2021, as restated in the Notes to Unaudited Condensed Financial Statements of ENNV’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021, ENNV’s unaudited financial statements as of and for the period ended March 31, 2021 included in ENNV’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021 and ENNV’s unaudited financial statements as of and for the period ended June 30, 2021 included in ENNV’s Quarterly Report on Form 10-Q filed with the SEC on August 20, 2021.

Moreover, the Company reassessed its application of ASC 718 to the 35,000 Founder Shares transferred by the

Sponsor to the Company’s independent directors. Under such guidance, compensation expense relating to the

shares transferred should be deferred. The Company corrected its accounting for these shares in its Annual

Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022.

In connection with these restatements, ENNV identified material weaknesses in its internal controls over financial reporting due to the ability to apply the nuances of the complex accounting standards and preparation of financial statements in accordance with GAAP.

We have begun remediation and will continue to implement several measures, including, among others:

• ~~engaging~~previously engaged a third party through July 2022 to assist with the preliminary development of a Sarbanes-Oxley program;

• hiring ~~additional~~ competent and qualified accounting and reporting personnel with appropriate knowledge and experience of GAAP and SEC financial reporting requirements;

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•

establishing and designing internal financial reporting structures and authorizing certain departments or capable and responsible persons to be in charge of the overall financial management and financial objectives of the Company;

•

establishing an ongoing program to provide sufficient additional training to our accounting staff, especially training related to GAAP and SEC financial reporting requirements;

•

designing and preparing accounting policies in accordance with relevant rules, especially in relation to complex and major transactions; and

•

updating our policies and procedures to address segregation of duties for key financial processes.

~~Although~~46 we have begun to implement measures to address the material weaknesses above, including hiring a new Chief Financial Officer and Chief Accounting Officer, the implementation of these measures may not fully address the material weaknesses and deficiencies in our internal controls over financial reporting and there can be no assurance that the measures we have taken to date and actions we may take in the future will be sufficient to remediate these matters. Further, in the future we may determine that we have additional material weaknesses. Our failure to remediate the material weaknesses or failure to identify and address any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in our reported financial information. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing its remediation plan; however, these remediation measures will be time consuming, will result in the incurrence of significant costs, and will place significant demands on our financial and operational resources.

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Although we have begun to implement measures to address the material weaknesses above, the implementation of these measures may not fully address the material weaknesses and deficiencies in our internal controls over financial reporting and there can be no assurance that the measures we have taken to date and actions we may take in the future will be sufficient to remediate these matters. Further, in the future we may determine that we have additional material weaknesses. Our failure to remediate the material weaknesses or failure to identify and address any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in our reported financial information. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing our remediation plan; however, these remediation measures will be time consuming, will result in the incurrence of significant costs, and will place significant demands on our financial and operational resources.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls.

Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change our compensation policies.

Accounting methods and policies for public companies are subject to review, interpretation and guidance from relevant accounting authorities, including the SEC. Changes to accounting methods or policies, or interpretations thereof, may require us to reclassify, restate or otherwise change or revise our consolidated financial statements. Such changes could also impact the amount or timing of revenues or expenses in future periods and negatively impact our reported results of operations.

In order to satisfy our obligations as a public company, we need to hire qualified accounting and financial personnel with appropriate public company experience.

As a newly public company, we need to establish and maintain effective disclosure and financial controls and make changes in our corporate governance practices. We may need to hire additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge, and it may be difficult to recruit and retain such personnel. Even if we are able to hire appropriate personnel, our existing operating expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion of management resources from research and development efforts.

44We are an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we may follow reduced disclosure requirements and do not have to make all of the disclosures that public companies that are not emerging growth companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the ENNV IPO; (c) the date on

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which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our Common Stock that is held by

operating expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion of management resources from research and development efforts.

We are an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

non-affiliates

exceeds $700 million as of the prior June 30th. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act;

•

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis);

•

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and

•

exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved, and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates.

We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies. We cannot predict whether investors will find our ~~common~~Common ~~stock~~Stock less attractive if we rely on these exemptions. If some investors find our ~~common~~Common ~~stock~~Stock less attractive as a result, there may be a less active trading market for our ~~common~~Common ~~stock~~Stock and our share price may be more volatile.

So long as we remain an “emerging growth company,” we expect to take advantage of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes- Oxley Act. When our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 of the Sarbanes- Oxley Act will correspondingly increase. Moreover, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

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internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited as a result of the Business Combination and other ownership changes.

We have incurred substantial losses during our history and our ability to become profitable in the near future is uncertain. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire (if at all). On a gross basis, we had federal NOL carryforwards of approximately $89.8 million and $43.9 million as of December 31, 2021 and 2020, respectively, of which $1.0 million will expire in 2027 and the remainder of which may be carried forward indefinitely. We also had state gross NOL carryforwards of approximately $79.3 million and $50.1 million as of December 31, 2021 and 2020, respectively, in various state jurisdictions which begin to expire in 2030. A full valuation allowance has been established for these net operating losses carry forwards as of December 31, 2021 and December 31, 2020.

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also had state gross NOL carryforwards of approximately $79.3 million and $50.1 million as of December 31, 2021 and 2020, respectively, in various state jurisdictions which begin to expire in 2030. A full valuation allowance has been established for these net operating losses carry forwards as of December 31, 2021 and December 31, 2020.

Federal NOLs incurred in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five tax years preceding such loss, and NOLs arising in tax years beginning after December 31, 2020 may not be carried back. Because we have had no taxable income in prior years, we do not anticipate carrying back any of our net operating losses. Moreover, federal NOLs generated in taxable years ending after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs may be limited to 80% of our taxable income annually for tax years beginning after December 31, 2020. Our NOL carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. In addition, in general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its

pre-change

NOLs or tax credits to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock increases their ownership by more than 50 percentage points over their lowest ownership percentage within a specified testing period. Our existing NOLs or credits may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in connection with, or undergo an ownership change following, the Business Combination, our ability to utilize NOLs or credits could be further limited by Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code. Our NOLs or credits may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOLs or credits. If we determine that an ownership change has occurred and our ability to use our historical NOLs or credits is materially limited, such limitations could result in increased future tax liability to us and our future cash flows could be adversely affected. Section 382 and 383 of the Code would apply to all net operating loss and tax credit carryforwards, whether the carryforward period is indefinite or not. We have recorded a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Comprehensive tax reform legislation could adversely affect our business and financial condition.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes include, among others, a permanent reduction to the corporate income tax rate. Notwithstanding the reduction in the corporate income tax rate, the overall impact of this tax reform is uncertain, and our business and financial condition could be adversely affected. The U.S. government in the future may enact additional legislation that affects the taxation of business entities, including with respect to the treatment of NOLs.

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Further, the changes in tax laws could negatively impact our effective tax rate. Prior to the U.S. presidential election, President Biden proposed an increase in the U.S. corporate income tax rate from 21% to 28%, doubling the rate of tax on certain earnings of foreign subsidiaries, the creation of a 10% surtax on certain imports and a 15% minimum tax on worldwide book income. If any or all of these (or similar) proposals are ultimately enacted into law, in whole or in part, they could have a negative impact to our effective tax rate. Holders of our securities are urged to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of holding our securities.

Currently, we incur losses in certain countries where we do not receive a financial statement benefit, and we operate in countries which have different statutory rates. Consequently, changes in the mix and source of earnings between countries could have a material impact on our overall effective tax rate.

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Risks Related to Corporate Structure and Securities

Our warrants ~~and the Forward Purchase Agreement~~ are accounted for as derivative liabilities and will be recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of shares of our ~~common~~Common ~~stock~~Stock.

In connection with the ENNV IPO, we issued an aggregate of 14,891,667 warrants (including 8,625,000 Public Warrants included in the units and 6,266,667 Private Placement Warrants). In connection with the forward purchase agreement, dated as of January 24, 2021, by and among the Company, ENNV Holdings, LLC (the “

Sponsor

”) and Goldman Sachs Asset Management, L.P. (“

GSAM

”) (as amended, the “

Forward Purchase Agreement

”), GSAM committed to purchase an aggregate of up to 5,000,000 Forward Purchase Units, including up to 1,250,000 Forward Purchase Warrants. We account for such warrants as derivative liabilities at fair value and any changes in fair value each period are reported in earnings. The impact of changes in fair value on earnings may have an adverse effect on the market price of shares of our Common Stock.

The price of our ~~common~~Common ~~stock~~Stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in

“-Risks Related to Our Business and Industry

” and the following:

•

the impact of the

COVID-19

pandemic on our financial condition and the results of operations;

•

our operating and financial performance and prospects;

•

our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•

conditions that impact demand for our products and/or services;

•

future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

•

the public’s reaction to our press releases, other public announcements and filings with the SEC;

•

the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “

JOBS Act

”);

•

the size of our public float;

•

coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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•

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•

strategic actions by us or our competitors, such as acquisitions or restructurings;

•

changes in laws or regulations which adversely affect our industry or us;

•

privacy and data protection laws, privacy or data breaches, or the loss of data;

•

changes in accounting standards, policies, guidance, interpretations or principles;

•

changes in senior management or key personnel;

•

the restatement of our financial statements;

•

issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•

changes in our dividend policy;

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•

adverse resolution of new or pending litigation against us; and

•

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of shares of ~~the~~our ~~Company~~Common ~~common stock~~Stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of ~~the~~our ~~Company~~Common ~~common~~Stock ~~stock~~ is low. As a result, you may suffer a loss on your investment. Global financial markets have been experiencing disruption in recent months, including, among other things, extreme volatility in securities prices.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We do not intend to pay dividends on our ~~common~~Common ~~stock~~Stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our ~~common~~Common ~~stock~~Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that our board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our ~~common~~Common ~~stock~~Stock. As a result, you may have to sell some or all of your shares of our ~~common~~Common ~~stock~~Stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our ~~common~~Common ~~stock~~Stock.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our securities, the price and trading volume of our securities could decline.

The trading market for our securities will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our securities, or if our reporting results do not meet their expectations, the market price of our Common Stock could decline.

48There may be a limited public market for the shares of our Common Stock, and the ability of our stockholders to dispose of their Common Stock may be limited.

Our Common Stock is traded on NASDAQ. We cannot foresee the degree of liquidity that will be associated with our Common Stock. A holder of Common Stock may not be able to liquidate his, her or its investment in a short time period or at the market prices that currently exist at the time the holder decides to sell. The market price for our Common Stock may fluctuate in the future, and such volatility may bear no relation to our performance.

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our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our securities, or if our reporting results do not meet their expectations, the market price of our common stock could decline.

There may be a limited public market for the shares of our Common Stock, and the ability of our stockholders to dispose of their common stock may be limited.

Our Common Stock is traded on NASDAQ. We cannot foresee the degree of liquidity that will be associated with our Common Stock. A holder of the common stock may not be able to liquidate his, her or its investment in a short time period or at the market prices that currently exist at the time the holder decides to sell. The market price for the common stock may fluctuate in the future, and such volatility may bear no relation to our performance.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

~~The~~Following the Business Combination, the price of our securities ~~may~~has ~~fluctuate~~fluctuated significantly due to the market’s reaction to us and general market and economic conditions. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities become delisted from NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that we will be able to comply with the continued listing standards of NASDAQ.

Our Common Stock and Public Warrants are currently listed on NASDAQ. Ifwhich ~~NASDAQ~~imposes, ~~delists~~among ~~our~~other requirements a minimum market value of listed securities ~~from~~and ~~trading~~a onminimum ~~its~~bid ~~exchange~~requirement. The closing bid price for ~~failure~~our Common Stock must remain at or above $1.00 per share to ~~meet~~comply ~~the~~with Nasdaq’s minimum bid requirement for continued listing ~~standards~~(the “Minimum Bid Price Requirement”). If the closing bid price for our Common Stock is less than $1.00 per share for 30 consecutive business days, Nasdaq may send us a notice stating that we ~~and~~will ~~our~~be ~~stockholders~~provided ~~could~~a ~~face~~period ~~significant~~of ~~material~~180 ~~adverse~~days ~~consequences~~to ~~including:~~regain compliance with the Minimum Bid Price Requirement or else Nasdaq may make a determination to delist our Common Stock.

On June 9, 2022, we received written notice (the “Notice”) from Nasdaq notifying us that, based on the closing bid price of our Common Stock, for the prior 30 consecutive trading days, we no longer complied with the Minimum Bid Price Requirement for continued listing on Nasdaq. Pursuant to the Nasdaq Listing Rules, we have been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to December 6, 2022, and we must otherwise satisfy Nasdaq’s requirements for listing.

If we do not regain compliance by December 6, 2022, we may be eligible for an additional 180 calendar day compliance period if we elect (and meet the listing standards) to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, we would be required, among other things, to meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the bid price deficiency during the second compliance period. If we do not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, our Common Stock will be subject to delisting.

While we intend to monitor the closing bid price of the Common Stock and consider our available options to resolve the noncompliance with the Minimum Bid Price Requirement, there can be no assurance that we will be able to regain compliance with Nasdaq’s continued listing requirements or that Nasdaq will grant us a further extension of time to regain compliance, if applicable.

If NASDAQ delists our securities from trading on its exchange for failure to meet the listing standards, including the minimum $1.00 bid price, we and our stockholders could face significant material adverse consequences including:

•

a limited availability of market quotations for our securities;

• a determination that the Common Stock is a “penny stock” which will require brokers trading in ~~its~~our ~~common~~Common ~~stock~~Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for ~~the~~our ~~common~~Common ~~stock~~Stock;

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•

a limited amount of analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

Warrants are exercisable for our ~~common~~Common ~~stock~~Stock, and upon any exercise would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the consummation of the Business Combination, we have outstanding issued warrants to purchase a total of 15,516,~~667~~639 shares of ~~common~~Common ~~stock~~Stock. Each whole warrant is exercisable to purchase one share of common stock at $11.50 per share. To the extent such warrants are exercised, additional shares of ~~common~~Common ~~stock~~Stock will be issued, which will result in dilution to the then existing holders of ~~the~~our ~~common~~Common ~~stock~~Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of ~~the~~our ~~common~~Common ~~stock~~Stock.

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We have no obligation to net cash settle any warrants.

In no event do we have any obligation to net cash settle any warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of any warrants upon exercise of such warrants. Accordingly, our warrants may expire worthless.

We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making the holders’ warrants worthless.

trading-day

Our issuance of additional securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

On April 15, 2022, we filed a registration statement with the SEC on Form

S-8

providing for the registration of shares of our Common Stock issued or reserved for issuance under our Fast Radius, Inc. 2022 Equity Incentive Plan (the “

Incentive Plan

”). Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares registered under the registration statement on Form

S-8

will be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of Common Stock or securities convertible into our Common Stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of Common Stock or securities convertible into our Common Stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of shares of our Common Stock.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our ~~common~~Common ~~stock~~Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our ~~common~~Common ~~stock~~Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our ~~common~~Common ~~stock~~Stock bear the risk that our future offerings may reduce the market price of shares of our ~~common~~Common ~~stock~~Stock and dilute their percentage ownership.

50Sales of our Common Stock, or the perception of such sales of our Common Stock, by us or our existing stockholders in the public market, including the sales of shares of Common Stock pursuant to this prospectus and the separate prospectus registering shares and Warrants for resale by certain third parties unrelated to Lincoln Park (the “Resale Prospectus”), could cause our stock price to decline, and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

The sale of substantial amounts of our Common Stock in the public market, including sales pursuant to this prospectus and the Resale Prospectus, or the perception that such sales could occur, could harm the prevailing market price of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Shares held by certain of our stockholders are eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the Registration Rights

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~~Future~~Agreement, ~~sales~~certain stockholders have the right, orsubject to certain conditions, to require us to register the ~~perception~~sale of ~~future~~their ~~sales,~~shares of our ~~common~~Common ~~stock~~Stock byunder usthe orSecurities ~~our~~Act. ~~existing~~By ~~stockholders~~exercising intheir registration rights and selling a large number of shares including the ~~public~~sales ~~market~~of shares of Common Stock pursuant to the Resale Prospectus, these stockholders could cause ~~our~~the ~~stock~~prevailing market price of shares of our Common Stock to decline. The shares covered by registration rights represent approximately 93% of our Common Stock.

~~The~~As ~~sale~~restrictions ofon ~~substantial~~resale ~~amounts~~end ofand ~~our~~certain ~~common~~lock-up ~~stock~~agreements inentered ~~the~~into ~~public~~prior ~~market,~~to orthe consummation of the ~~perception~~Business ~~that~~Combination ~~such~~expire ~~sales~~or ~~could~~if ~~occur,~~these ~~could~~stockholders ~~harm~~exercise ~~the~~their ~~prevailing~~registration rights, the market price of shares of our ~~common~~Common ~~stock.~~Stock ~~These~~could ~~sales,~~drop orsignificantly if the ~~possibility~~holders ~~that~~of these ~~sales~~shares ~~may~~sell ~~occur~~them or are perceived by the market as intending to sell them, ~~also~~including ~~might~~pursuant to the Resale Prospectus. These factors could also make it more difficult for us to ~~sell~~raise ~~equity~~additional ~~securities~~funds inthrough ~~the~~ future atofferings aof ~~time~~shares ~~and~~of atour aCommon ~~price~~Stock ~~that~~or weother ~~deem appropriate~~securities.

~~Shares~~The ~~held~~above-referenced bylock-up ~~certain~~restrictions ofon our ~~stockholders~~Common ~~are~~Stock ~~eligible~~issuable ~~for~~upon ~~resale, subject to, in~~ the ~~case~~exercise of ~~certain~~the ~~stockholders,~~Private ~~volume,~~Placement ~~manner~~Warrants ofexpired ~~sale~~on ~~and~~February ~~other limitations under Rule 144. In addition~~18, ~~pursuant to the Registration Rights Agreement~~2022, ~~certain stockholders have~~ the ~~right,~~30th ~~subject~~day tofollowing ~~certain conditions, to require us to register~~ the ~~sale~~Business ofCombination. ~~their~~Lock-up ~~shares~~restrictions ofon our ~~common~~Common ~~stock~~Stock under the ~~Securities~~Registration ~~Act.~~Rights ByAgreement ~~exercising~~expired ~~their~~on ~~registration~~August ~~rights~~4, ~~and selling a large number of shares~~2022, ~~these stockholders could cause~~ the ~~prevailing~~date ~~market~~that ~~price~~was ofsix ~~shares~~months offollowing ~~our~~the ~~common~~Business ~~stock to decline~~Combination. ~~The shares covered by registration rights represent approximately 91% of our common stock.~~

In addition, the shares of our Common Stock reserved for future issuance under the Incentive Plan and Fast Radius, Inc. 2022 Employee Stock Purchase Plan (the “

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our common stock or other securities.

ESPP

”) will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements,

lock-up

agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares reserved for future issuance under the Incentive Plan and ESPP equal (i) 10% of the total number of shares of our Common Stock as determined on a fully diluted basis as of the closing and calculated to include the number of shares initially available for issuance under the Incentive Plan but excluding the number of shares initially available for issuance under the ESPP, (ii) an initial increase on April 1, 2022 equal to 5% of the total number of shares of our Common Stock issued and outstanding as of the date of the closing, and (iii) an annual increase for nine years commencing on the first day of each calendar year beginning January 1, 2023 and ending January 1, 2031 equal to the lesser of (A) 5% of the aggregate number of shares of our common stock issued and outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our board of directors. The maximum number of shares of our Common Stock that may be issued pursuant to the exercise of incentive stock options (“

ISOs

”) granted under the Incentive Plan will be equal to 52,500,000 shares. On April 15, 2022, we filed a registration statement on Form

S-8

under the Securities Act to register shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock issued pursuant to our equity incentive plans and may file additional registration statements on Form S-8 in the future. Any such Form

S-8

registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

We may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

Factors both inside and outside of our control may, at any time, arise. As a result of these factors, we may be required to write-down assets, restructure our operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

non-cash

items and therefore not have an immediate impact on our liquidity, the fact that our results of operations will report charges of this nature could contribute to negative market perceptions about our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

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Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth of the Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

As a public reporting company, we ~~will~~are be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.

We are a public reporting company subject to the rules and regulations established from time to time by the SEC and NASDAQ. These rules and regulations ~~will~~ require, among other things that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting. For additional information related to the risks and uncertainties of our compliance with the Sarbanes-Oxley Act, see “

Risk

Factors-Our

internal controls over financial reporting currently do not meet all of the standards contemplated by Section

404 of the Sarbanes Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section

404 of the Sarbanes Oxley Act could impair our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations and have a material adverse effect on our business

” and “

-We have identified material weaknesses in our

internal control over financial reporting. If we fail to remediate the material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet its periodic reporting obligations.

”

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our ~~common~~Common ~~stock~~Stock.

Our second amended and restated certificate of incorporation (the “

Charter

”), our amended and restated bylaws (the “

Bylaws

”) and Delaware law contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among other things, our Charter and Bylaws include the following provisions:

•

a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause;

•

limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

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•

a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

•

a forum selection clause, which means certain litigation against us can only be brought in Delaware;

•

the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

•

advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding Common Stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our Common Stock, or (iii) following board approval, such business combination receives the approval of the holders of at least

two-thirds

of our outstanding Common Stock not held by such interested stockholder at an annual or special meeting of stockholders.

Any provision of our Charter, our Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our ~~common~~Common ~~stock~~Stock and could also affect the price that some investors are willing to pay for our ~~common~~Common ~~stock~~Stock.

Our Charter and Bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our Charter and Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the (i) Court of Chancery (the “

Chancery Court

”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action, suit or proceeding brought on our behalf; (B) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or stockholders to us or to our stockholders; (C) any action, suit or proceeding asserting a claim arising pursuant to the DGCL, our Charter or Bylaws; or (D) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (ii) subject to the foregoing, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our Charter and Bylaws provide that the federal district courts of the United States of America shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders are not deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the selling securityholders. The selling securityholders will pay all incremental selling expenses relating to the sale of their shares of Common Stock and Warrants, including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the selling securityholders, except that we will pay the reasonable fees and expenses of one legal counsel for the selling securityholders, in the event of an underwritten offering of their securities. We will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

We will receive the proceeds from any exercise of any warrants or options for cash. We intend to use the proceeds from any exercise of any warrants, options or restricted stock awards for cash for general corporate and working capital purposes.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board deems relevant.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

S-X

No. 33-10786

On February 4, 2022 (“Closing” or the “Closing Date”), Fast Radius Inc. (formerly named ECP Environmental Growth Opportunities Corp. (“ENNV”)) (the “Company”) consummated a business combination with Fast Radius Operations, Inc. (formerly named Fast Radius, Inc.) (“Legacy Fast Radius”), pursuant to which ENNV Merger Sub, Inc., a wholly owned subsidiary of ENNV (“Merger Sub”), merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving the Merger as a wholly owned subsidiary of ENNV (the “Business Combination”). After giving effect to the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests of Legacy Fast Radius and its subsidiary and the equity holders of Legacy Fast Radius immediately prior to the Business Combination own a portion of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2021 and the unaudited pro forma condensed combined statement of operations for the Company for the year ended December 31, 2021 present the combination of the financial information of ENNV and Legacy Fast Radius after giving effect to the Business Combination, and related adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet as of December 31, 2021 gives pro forma effect to the Business Combination as if it were completed on December 31, 2021.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the audited historical financial statements of ENNV including the accompanying notes, as well as the audited historical financial statements of Legacy Fast Radius including the accompanying notes, which are included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes.

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~~FAST~~USE ~~RADIUS,~~OF ~~INC.~~PROCEEDS

~~UNAUDITED~~We ~~PRO~~will ~~FORMA~~not ~~CONDENSED~~receive ~~COMBINED~~any ~~BALANCE~~proceeds ~~SHEET~~from the sale of shares of Common Stock by the selling stockholder. We may receive up to $30.0 million in gross proceeds from the sale of shares of our Common Stock to Lincoln Park under the Purchase Agreement from time to time after the date that the registration statement of which this prospectus is a part is declared effective. We estimate that the gross proceeds to us from the sale of shares of our Common Stock to Lincoln Park pursuant to the Purchase Agreement will be up to $30.0 million over up to an approximately 24-month period, assuming that we sell the full amount of our Common Stock that we have the right, but not the obligation, to sell to Lincoln Park under the Purchase Agreement, and before estimated fees and expenses. We may sell fewer than all of the shares offered by this prospectus, in which case our net offering proceeds will be less. Because we are not obligated to sell any shares of our Common Stock under the Purchase Agreement, the actual total offering amount and proceeds to us, if any, are not determinable at this time. See “Plan of Distribution” elsewhere in this prospectus for more information.

AsThe selling stockholder will pay all incremental selling expenses relating to the sale of ~~December 31~~its shares of Common Stock, ~~2021~~including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the selling stockholder. We will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

~~(In~~We ~~thousands,~~intend ~~except~~to ~~per~~use ~~share~~the ~~amounts)~~net proceeds from the sale of shares of our Common Stock to Lincoln Park under the Purchase Agreement for general corporate and working capital purposes.

The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “

	Legacy FastRadius(Historical)		ENNV(Historical)		Pro FormaAdjustments				Pro FormaCombined
ASSETS
Current Assets:
Cash and cash equivalents	$	8,702	$	82	$	1,250		A	$	103,791
						345,034		F
						75,000		G
						(8,336	)	H
						(2,000	)	M
						(500	)	O
						(315,441	)	P
Accounts receivable, net of allowances for doubtful accounts of $930		7,015		—		—				7,015
Inventories		449		—		—				449
Prepaid production costs		987		—		—				987
Prepaid expenses and other current assets		4,422		728		(3,605	)	H		1,545
Income taxes receivable		—		—		—				—
Total current assets		21,575		810		91,402				113,787
Non-current assets:
Marketable securities held in Trust Account		—		345,034		(345,034	)	F		—
Property and equipment, net		9,528		—		—				9,528
Other non-current assets		535		77		—				612
Total non-current assets		10,063		345,111		(345,034	)			10,140
TOTAL ASSETS	$	31,638	$	345,921	$	(253,632	)		$	123,927
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable		3,987		81		8,051		H		12,119
Accrued compensation		3,097		—		3,550		E		6,647
Accrued and other liabilities		11,610		3,409		(9,314	)	H		5,417
						(467	)	N
						179		Q
Franchise tax payable		—		179		(179	)	Q		—
Advances to customers		258		—		—				258
Payables to related party		2,513		500		(500	)	O		2,513
Warrant liability		2,968		—		(2,968	)	B		—
Current portion of term loan		13,266		—		(2,000	)	M		11,266
Total current liabilities		37,699		4,169		(3,648	)			38,220
Non-current liabilities:
Warrant liability		—		10,498		444		A		10,942
Forward purchase agreement		—		175		(175	)	A		—
Term loans – net of current portion and debt issuance costs		16,776		—		—				16,776
Related party convertible notes and derivative liabilities		16,857		—		(16,857	)	N		—
Deferred underwriting fee payable		—		12,075		(7,046	)	R		5,029
Other long-term liabilities		396		—		—				396
Total non-current liabilities		34,029		22,748		(23,634	)			33,143
TOTAL LIABILITIES		71,728		26,917		(27,282	)			71,363

Risk Factors

” in this prospectus and in any accompanying prospectus supplements, as well as the amount of cash used in our operations. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

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	Legacy FastRadius(Historical)			ENNV(Historical)			Pro FormaAdjustments				Pro FormaCombined
COMMITMENTS AND CONTINGENCIES
Temporary equity:
Class A common stock, $0.0001 par value, subject to possible redemption; 34,500,000 shares at redemption value		—			345,000			(345,000	)	I		—
Series Seed Preferred stock		1,893			—			(1,893	)	J		—
Series Seed - 1 Preferred stock		2,892			—			(2,892	)	J		—
Series A - 1 Preferred stock		5,714			—			(5,714	)	J		—
Series A - 2 Preferred stock		2,779			—			(2,779	)	J		—
Series A - 3 Preferred stock		4,286			—			(4,286	)	J		—
Series B Preferred stock		56,726			—			(56,726	)	J		—
Total Temporary equity		74,290			345,000			(419,290	)			—
Stockholders’ equity (deficit):
Preferred stock		—			—			—				—
Class A common stock		—			—			—		A		2
								—		B
								1		C
								—		D
								1		G
								1		J
								1		L
								1		N
								(3	)	P
Class B common stock		—			1			(1	)	L		—
Treasury Stock		(221	)		—			—				(221	)
Additional paid-in capital		9,113			—			1,250		A		201,145
								6,151		C
								2,968		B
								13,282		D
								74,999		G
								(8,841	)	H
								345,000		I
								74,289		J
								(25,997	)	K
								17,323		N
								(315,438	)	P
								7,046		R
Retained earnings (deficit)		(123,272	)		(25,997	)		(6,152	)	C		(148,362	)
								(13,282	)	D
								(269	)	A
								(3,550	)	E
								(1,837	)	H
								25,997		K
Total stockholders’ equity (deficit)		(114,380	)		(25,996	)		192,940				52,564
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	31,638		$	345,921		$	(253,632	)		$	123,927

DILUTION

The sale of our Common Stock to Lincoln Park pursuant to the Purchase Agreement will have a dilutive impact on our shareholders. In addition, the lower our stock price is at the time we exercise our right to sell shares to Lincoln Park, the more shares of Common Stock we will have to issue to Lincoln Park pursuant to the Purchase Agreement and our existing shareholders would experience greater dilution.

The price that Lincoln Park will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our Common Stock.

Our net tangible book value as of June 30, 2022, was $14.1 million, or $0.19 per share, based on 75,535,463 shares of Common Stock outstanding as of that date. After giving effect to the assumed sale of 13,733,439 shares of common stock to Lincoln Park pursuant to the Purchase Agreement at an assumed sale price of $2.18 per share (which represents aggregate sale proceeds of $30.0 million), and after the issuance of 182,096 shares of Common Stock to Lincoln Park as additional Commitment Shares and after deducting estimated offering expenses of $400 thousand payable by us, our as-adjusted net tangible book value as of June 30, 2022 would have been approximately $43.7 million, or $0.49 per share. This represents an immediate increase in net tangible book value of $0.30 per share to existing shareholders and an immediate dilution of $1.59 per share to investors in this offering.

The number of shares outstanding as of June 30, 2022 excludes:

•

11,000,000 shares reserved under the Incentive Plan;

•

2,150,000 shares reserved under the ESPP;

•

10,000,000 Earnout Shares;

•

6,891,667 Private Warrants Shares;

•

8,624,972 Public Warrants Shares;

•

92,081 shares issued upon the exercise of options after June 30, 2022 with a weighted average price of $0.69 per share;

•

approximately 16.2 million shares underlying outstanding options and RSUs; and

•

182,096 Commitment Shares and 13,733,439 additional shares which may be issued to Lincoln Park in the future under the Purchase Agreement, should we elect to sell shares to Lincoln Park.

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~~FAST~~DIVIDEND ~~RADIUS,~~POLICY ~~INC.~~

~~UNAUDITED~~We ~~PRO~~have ~~FORMA~~never ~~CONDENSED~~declared ~~COMBINED~~or ~~STATEMENT~~paid OFany ~~OPERATIONS~~cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board deems relevant.

For the year ended December 31, 2021

(In thousands, except per share amounts)

	Legacy FastRadius(Historical)			ENNV(Historical)			Pro FormaAdjustments				Pro FormaCombined
Revenue	$	20,012		$	—		$	—			$	20,012
Cost of Revenues		20,300			—			26		U		20,326
Gross profit		(288	)		—			(26	)			(314	)
Operating expenses:
Sales and marketing		22,721			—			—				22,721
General and administrative		32,974			4,976			1,837		S		68,251
								3,550		T
								18,104		U
								5,933		V
								698		W
								179		AA
Research and development		5,036			—			52		U		5,088
Franchise tax expense		—			179			(179	)	AA		—
Total operating expenses		60,731			5,155			30,174				96,060
Loss from operations		(61,019	)		(5,155	)		(30,200	)			(96,374	)
Other income (expenses):
Change in fair value of warrants		(1,781	)		11,741			1,781		X		11,741
Change in fair value of derivative liability		(208	)		—			208		X		—
Change in fair value of forward purchase agreement		—			1,333			(1,333	)	Z		—
Interest income and other income		1			—							1
Interest expense, including amortization of debt issuance costs		(4,877	)		—			1,750		X		(3,127	)
Offering costs on Founder Shares issued to related party		—			(1,250	)		—				(1,250	)
Offering costs allocated to derivative warrant liabilities		—			(751	)		—				(751	)
Interest and dividends earned on marketable securities held in Trust Account		—			34			(34	)	Y		—
Total other income (expenses)		(6,865	)		11,107			2,372				6,614
Net income (loss) loss before income taxes		(67,884	)		5,952			(27,828	)			(89,760	)
Provision for income taxes		—			—			—				—
Net income (loss)	$	(67,884	)	$	5,952		$	(27,828	)		$	(89,760	)
	FastRadius, Inc.(Historical)			ENNV(Historical)							Pro FormaCombined
Weighted Common shares outstanding – Basic and Diluted		4,139			—							73,843
Net loss per share - Basic and Diluted	$	(16.40	)		—						$	(1.22	)
Weighted shares outstanding of Class A redeemable common stock - Basic and Diluted		—			30,625							—
Net income per share - Basic and Diluted, Class A	$	—		$	0.15						$	—
Weighted shares outstanding of Class B non-redeemable common stock - Basic and Diluted		—			8,499							—
Net income per share - Basic and Diluted, Class B	$	—		$	0.15						$	—

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~~NOTES~~MANAGEMENT’S TODISCUSSION ~~UNAUDITED~~AND ~~PRO~~ANALYSIS ~~FORMA~~OF ~~CONDENSED~~FINANCIAL ~~COMBINED~~CONDITION ~~FINANCIAL~~AND ~~INFORMATION~~RESULTS OF OPERATIONS

1. Description of the Business Combination

On February 4, 2022, ENNV consummated the Business Combination with Legacy Fast Radius, pursuant to which Merger Sub merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving the Merger as a wholly owned subsidiary of ENNV. After giving effect to the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests of Legacy Fast Radius and its subsidiary and the equity holders of Legacy Fast Radius immediately prior to the Business Combination own a portion of the Common Stock of the Company.

The following table illustrates ownership levels in the Company’s Common Stock immediately following the consummation of the Business Combination based on actual redemptions by the public shareholders and the following additional circumstances: (i) 65,000,000 shares of the Company’s Common Stock were issued to the holders of shares of Common Stock of Legacy Fast Radius at closing of the Business Combination for $10 per share; (ii) 7,500,000 shares of the Company’s Common Stock were issued to PIPE investors; (iii) the forward purchase units were issued pursuant to the Forward Purchase Agreements prior to the closing of the Business Combination; (iv) no Public Warrants or Private Placement Warrants to purchase the Company’s Common Stock that were outstanding immediately following closing of the Business Combination have been exercised; (v); and no vested and unvested options to purchase shares of the Company’s Common Stock that were held by equity holders of Legacy Fast Radius immediately following the closing of the Business Combination have been exercised.

(shares in thousands)	PostRedemptions(Shares)		%
Fast Radius Shareholders(1)		65,000		77.2	%
Total Fast Radius Merger Shares		65,000		77.2	%
ENNV Public Shares(2)		2,987		3.5	%
ENNV Founder Shares(3)(4)		8,280		9.8	%
Total ENNV Shares		11,267		13.3	%
PIPE Investors and GSAM(5)		7,970		9.5	%
Pro Forma Shares of Common Stock		84,237		100	%

(1) Excludes the Merger Earn Out Shares and includes 9,580,413 shares reserved for issuance in respect of or otherwise relating to Exchanged Options, Exchanged Restricted Stock Awards and Exchanged RSUs. The Merger Earn Out Shares are equity-classified and will be issued upon the satisfaction of certain price targets set forth in the Merger Agreement during the Earn Out Period. See “The Merger Agreement—Merger Consideration.”

(2) Includes the 2,375,000 shares purchased by GSAM pursuant to the forward purchase agreement side letter.

(3) Includes the Sponsor Earn Out Shares. The Sponsor Earn Out Shares are equity-classified and will be treated as an adjustment to additional paid-in-capital upon the satisfaction of certain price targets set forth in the Merger Agreement during the Earn Out Period. See “The Merger Agreement—Merger Consideration.”

(4) Includes 140,000 shares of Common Stock held by former ENNV directors and officers.

(5) Includes (a) 1,000,000 shares of Common Stock acquired by the Sponsor, in its capacity as a PIPE Investor, upon consummation of the PIPE Investment, (b) 6,500,000 shares of Common Stock acquired by the other PIPE Investors, upon consummation of the PIPE Investment, (c) 125,000 shares of Common Stock acquired by GSAM pursuant to the Forward Purchase Agreement and (d) 345,000 shares of Common Stock acquired by GSAM upon conversion of Founder Shares received in connection with GSAM’s entry into the Forward Purchase Agreement in connection with ENNV’s initial public offering.

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2. Basis of Presentation

Regulation S-X as

Release No. 33-10786 “Amendments

Release No. 33-10786 replaces

The historical financial information of ENNV and Legacy Fast Radius has been adjusted in the unaudited pro forma condensed combined financial information to give effect to events that are transaction accounting adjustments. The pro forma adjustments are prepared to illustrate the effect of the Business Combination and certain other adjustments.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, ENNV will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on evaluation of the following facts and circumstances: (i) Legacy Fast Radius equity holders will hold a majority of the voting power of the Company; (ii) Legacy Fast Radius equity holders will have the ability to elect the majority of the directors on the Company’s Board; (iii) Legacy Fast Radius’ existing management will comprise the management of the Company; (iv) Legacy Fast Radius’ current operations will comprise the ongoing operations of the Company; (v) Legacy Fast Radius is the larger entity based on historical revenues and business operations; and (vi) the Company will assume Legacy Fast Radius’ name. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Legacy Fast Radius issuing shares of the Company for the net assets of ENNV, accompanied by a recapitalization. The net assets of ENNV will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Legacy Fast Radius.

The unaudited pro forma condensed combined balance sheet as of December 31, 2021 assumes that the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto as if they had been completed on January 1, 2021. These periods are presented on the basis of Legacy Fast Radius as the accounting acquirer.

The unaudited pro forma condensed combined financial information has been prepared using, and should be read in conjunction with, the following:

• the (i) historical audited financial statements of Legacy Fast Radius as of and for the year ended December 31, 2021, and (ii) historical audited financial statements of ENNV as of and for the year ended December 31, 2021, and the related notes, in each case, included elsewhere in this prospectus; and

• the disclosures and discussion in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to ENNV contained in the Form 10-K and the section of this prospectus titled “Fast Radius’ “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to Legacy Fast Radius.

The unaudited pro forma condensed combined financial information has been prepared based on the actual withdrawal of $315.4 million from the Trust Account to fund the ENNV public stockholders’ exercise of their

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redemption rights with respect to 31,512,573 shares of Class A common stock, as well as the reclassification of the remaining 2,987,427 shares of Class A common stock formerly deemed redeemable at December 31, 2021 to the Company’s Common Stock.

Legacy Fast Radius modified its existing equity awards such that the consummation of the Business Combination will satisfy the performance condition. Pro forma adjustments were recorded for the incremental stock compensation expense as the adjustments were material.

Legacy Fast Radius modified the terms of its existing credit facility with its lender. The terms entered into in conjunction with the consummation of the transaction are reflected in the pro forma financial information.

The pro forma financial information reflects transaction-related adjustments management believes are necessary to present fairly the Company’s pro forma results of operations and financial position following the consummation of the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto as of and for the period indicated. The related transaction accounting adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of adjustments necessary to report the Company’s financial condition and results of operations as if the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto was completed. Therefore, the actual adjustments may differ from the pro forma adjustments and it is possible the difference may be material. ENNV believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto contemplated based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of ENNV and Legacy Fast Radius.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given that Legacy Fast Radius incurred significant losses during the historical periods presented.

3. Earn Out Shares

The Aggregate Merger Consideration includes an amount equal to 10,000,000 shares of Common Stock (the “Merger Earn Out Shares”) which will be subject to the satisfaction of certain price targets set forth in the Merger 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 the occurrence of certain change of control events of the Company specified in the Merger Agreement (any such event, an

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“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 the Sponsor (defined previously as the “Sponsor Earn Out Shares”) will be 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.

in-kind

Distinguishing Liabilities from Equit

815-40,

Contracts in Entity’s Own Equity

The Merger Earn Out Shares are reflected in the unaudited pro forma financial statements similar to a dividend since this arrangement was entered into with all the common shareholders of Fast Radius, which is considered the acquirer for accounting purposes. The unaudited pro forma condensed combined financial statements do not

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reflect pro forma adjustments related to the recognition of the Sponsor Earn Out Shares because there is no net impact on stockholders’ equity on a pro forma combined basis.

4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto and has been prepared for informational purposes only.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that directly reflect the accounting for the Business Combination. Legacy Fast Radius and ENNV have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of the Company’s shares outstanding, assuming the Business Combination, the PIPE Investment, the purchase of the Forward Purchase Units by GSAM and the other transactions related thereto occurred on January 1, 2021.

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2021 are as follows:

(A) Represents ENNV’s issuance of $1.3 million in Forward Purchase Units. $0.2 million represents the reduction of the Forward Purchase liability, and $0.4 million represents the issuance of GSAM warrants.

(B) Represents the exercise of Legacy Fast Radius warrants concurrent with the Closing Date.

(C) Represents the distribution of Common Stock to Legacy Fast Radius equity holders related to the equity-classified Merger Earn Out Shares. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Merger Earn Out Shares has been treated as a deemed dividend and recorded as a reclassification within equity between additional paid-in capital and accumulated deficit.

(D) Represents additional compensation expense related to vesting of the RSUs and accelerated vesting of Options at Close.

(E) Represents the accrual of transaction bonuses to certain founders and employees of Legacy Fast Radius upon consummation of the Business Combination.

(F) Reflects the reclassification of $345.0 million of marketable securities held in the Trust Account at the balance sheet date that became available to fund the operations of the Company, prior to the cash paid for final redemptions.

(G) Represents the net proceeds from the private placement of 7,500,000 shares of Common Stock at $10.00 per share, or an aggregate of approximately $75.0 million, pursuant to the PIPE Investment.

(H) Represents additional transaction costs of $1.8 million that were incurred subsequent to December 31, 2021 and equity issuance costs of $8.8 million that were treated as a reduction to additional paid-in capital. Certain of the transaction and equity issuance costs were incurred prior to December 31, 2021 and were recognized within prepaid expenses and other current assets and accrued and other liabilities in the Legacy Fast Radius or ENNV historical balance sheets as of December 31, 2021 and have been derecognized in the unaudited pro forma condensed combined balance sheet as of December 31, 2021. Additionally, certain transaction and equity issuance costs were not paid in cash at the Closing of the Business Combination and have been recognized as accounts payable in the unaudited pro forma condensed combined balance sheet as of December 31, 2021. Those transaction and equity issuance

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costs exclude $21.0 million in other cash payments that were disbursed at the Closing of the Business Combination and are not reflected in the unaudited condensed combined financial information as they were not directly related to the Business Combination. Those cash disbursements included $8.2 million in D&O insurance premiums and $12.8 million related to IT and other costs.

(I) Represents ENNV’s reclassification of shares of ENNV Class A Common Stock converted to permanent equity in conjunction with the Business Combination.

(J) Represents the recapitalization of Legacy Fast Radius’ equity and issuance of shares of the Company’s common stock to Legacy Fast Radius equity holders as consideration for the reverse recapitalization.

(K) Reflects the reclassification of ENNV’s historical accumulated deficit to additional paid-in-capital in connection with the consummation of the Business Combination.

(L) Represents ENNV’s reclassification of shares of ENNV Class B common stock converted to permanent equity in conjunction with the Business Combination

(M) Represents the amendment to the 2021 SVB Loan on February 4, 2022 which extended the maturity date from February 4, 2022 to April 3, 2023 and required payment of $2.0 million of the $20.0 million outstanding principal balance in conjunction with the Closing.

(N) Represents the conversion of outstanding Legacy Fast Radius convertible notes into 989,539 shares of Legacy Fast Radius common stock (2,034,513 shares in the Company) at Close. The Legacy Fast Radius convertible notes contained a mandatory conversion feature that caused conversion of the outstanding principal and interest amounts of the Legacy Fast Radius convertible notes at a price of 90% (for the convertible notes issued to ECP and Drive Capital) or 80% (for the convertible notes issued to Energize Ventures) of the lowest price of a qualified equity financing.

(O) Represents the repayment of the ECP working capital loan at Close.

(P) Reflects the redemption of 31,512,573 shares for aggregate redemption payments of $315.4 million allocated to ENNV Class A common stock and additional paid-in capital using par value of $0.0001 per share and at a redemption price of $10.01 per share.

(Q) Reflects the reclassification of ENNV’s historical franchise tax payable balance to accrued and other liabilities to conform with the presentation that will be used following the Business Combination.

(R) Represents a $7.0 million reduction in ENNV deferred underwriting fees and other accrued offering costs upon negotiations after December 31, 2021.

The adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 are as follows:

(S) Reflects actual transaction costs not yet incurred as of December 31, 2021 but were incurred prior to Closing.

(T) Reflects expenses for the bonuses to the founders and other key employees of Legacy Fast Radius that were contingent upon Closing.

(U) Reflects the adjustment to stock-based compensation expense for 1,121,637 outstanding employee RSUs (2,623,797 shares in the Company) and 25,306 options (59,196 shares in the Company) granted to consultants at Closing. Of the RSUs that vested, 597,430 (1,397,542 shares in the Company) vested at Close, while the remaining 524,207 RSUs (1,226,255 shares in the Company) are standard employee RSUs which vest over four years that already met a time vesting condition in addition to the Business Combination performance condition now being satisfied at Close. The consultant options immediately vested at Close. The expense was based on the fair value of the RSUs and options at the date of grant.

(V) Reflects the adjustment to stock-based compensation expense for the Closing RSU Award granted at Close. This adjustment reflects the vesting of 1,130,414 shares in the Company during the period. Refer to Note 6 - Closing RSU Award for further information.

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(W) Reflects the acceleration of unrecognized ENNV director compensation associated with the Founder Shares transferred.

(X) Reflects the reversal of the change in fair value of Fast Radius’ derivative liability and interest expense and warrant expense, which relate to the convertible notes and warrants that were converted into shares of Fast Radius common stock concurrent with the Closing.

(Y) Reflects the elimination of ENNV’s historical interest and dividend income earned on ENNV’s Trust Account.

(Z) Reflects the settlement of ENNV’s forward purchase agreement.

(AA) Reflects the reclassification of ENNV’s historical franchise tax expense to general and administrative expense to conform with the presentation that will be used following the Business Combination.

5. Loss per Share

The table below represents the net loss per share calculated based on the recapitalization resulting from the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented. The number of outstanding shares excludes 9,580,413 unvested RSUs and stock options, 8,625,000 shares issuable upon the exercise of the aquiror’s Public Warrants, 6,891,667 shares issuable upon the exercise of the aquiror’s Private Placement Warrants, the Closing RSUs and 814,000 Sponsor Earn Out shares from the calculations of pro forma losses per share because they are antidilutive. Loss per share also excludes the Merger Earn Out Shares as they do not have the rights of a stockholder because they are not currently issued and outstanding and will not be issued until satisfaction of the applicable stock price levels set forth above.

The following table sets forth the computation of pro forma basic and diluted net loss per share for the year ended December 31, 2021:

(in thousands, except per share amounts)	For the Year endedDecember 31, 2021
Pro forma net loss	$	(89,760	)
Weighted average shares outstanding of common stock		73,843
Net loss per share (Basic and Diluted) attributable to common stockholders	$	(1.22	)

6. Closing RSU Award

Pursuant to the terms of his amended and restated employment agreement, Mr. Rassey was granted a restricted stock unit award under the Equity Incentive Plan granted concurrent with the Closing. See “Executive Compensation - Employment Agreements - Lou Rassey - Closing RSU Award” for more information regarding Mr. Rassey’s restricted stock unit award, which is referred to herein as the Closing RSU Award.

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The Company has prepared a valuation of the grant date fair value and expense during the periods presented in the Pro Forma financial information for each tranche of the Closing RSU 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:

	Closing RSUAward
Expected stock price	$	7.63
Expected volatility		67.2	%
Expected term (in years)		10.0
Risk-free rate		1.92	%
Discount for lack of marketability (“DLOM”)		14.8	%

Expected stock

price

Expected volatility:

Expected term:

DLOM:

The aggregate grant date fair value of the Closing RSU Award is $21.2 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 Closing RSU Award is recognized over the longer of (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 Closing RSU Award will be recognized over 5.0 years.

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FAST RADIUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which Fast Radius’ management believes is relevant to an assessment and understanding of Fast Radius’ consolidated results of operations and financial condition. The discussion should be read together with Fast Radius’ financial statements and the notes thereto included elsewhere in this prospectus. In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Fast Radius’ actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in this prospectus under the heading “Risk Factors”. References in this section to “Fast Radius,” “we,” “us,” “our” and “the Company” are intended to mean the business and operations of Fast Radius, Inc. and its consolidated subsidiary prior to the Business Combination and to the Combined Company after giving effect to the Business Combination.

Overview

We are a leading cloud manufacturing and digital supply chain company. ~~Founded~~We ~~in 2017, we~~ are headquartered in Chicago with offices in Atlanta, Louisville, and Singapore and ~~microfactories~~micro-factories in Chicago and at the UPS Worldport facility in Louisville, Kentucky. ~~As of December 31, 2021, we have approximately 325 full-time employees and work with companies across industries and throughout the product design and manufacturing lifecycle.~~

We have built ~~our~~and are scaling a Cloud Manufacturing Platform which includes both physical infrastructure – Fast Radius ~~microfactories~~micro-factories and third-party supplier factories – and a proprietary software layer. Our Cloud Manufacturing Platform supports engineers, product developers, and supply chain professionals across the product design and manufacturing lifecycle.

We offer a wide and growing range of manufacturing technologies, including additive manufacturing (often referred to as 3D printing), CNC machining, injection molding, sheet metal, urethane casting, and other manufacturing methods. We offer these manufacturing capabilities through our own ~~microfactories~~micro-factories as well as a network of curated third-party suppliers.

Recent Developments

Business combination

On February 4, 2022 (“the Closing Date”), the Company ~~(formerly named ECP Environmental Growth Opportunities Corp.)~~ consummated a business combination with ~~Fast Radius Operations, Inc., formerly named Fast Radius, Inc.) (“~~Legacy Fast Radius”), pursuant to which ENNV Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving the Merger as a wholly owned subsidiary of the Company (the “Business Combination”). After giving effect to the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests of Legacy Fast Radius and its subsidiary and the equity holders of Legacy Fast Radius immediately prior to the Business Combination own a portion of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

While the legal acquirer in the Business Combination iswas ENNV, for financial accounting and reporting purposes under U.S. GAAP (“GAAP”), Legacy Fast Radius was the accounting acquirer and the Business Combination was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the issuance of stock by ENNV for Legacy Fast Radius’ stock) does not result in a new basis of accounting, and the condensed consolidated financial statements of the combined entity represent the continuation of the condensed consolidated financial statements of Legacy Fast Radius in many respects. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Fast Radius became the historical condensed consolidated financial statements of the combined company, and ENNV’s assets, liabilities and results of operations were consolidated with those of Legacy Fast Radius beginning on the acquisition date. Operations prior to the Business Combination are presented as those of Legacy Fast Radius. The net assets of ENNV were recognized at historical cost, with no goodwill or other intangible assets recorded.

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results of operations of Legacy Fast Radius became the historical consolidated financial statements of the combined company, and ENNV’s assets, liabilities and results of operations were consolidated with those of Legacy Fast Radius beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Legacy Fast Radius in future reports. The net assets of ENNV were recognized at historical cost, with no goodwill or other intangible assets recorded.

Concurrently with the execution of the Merger Agreement, ENNV entered into subscription agreements (collectively, the “Subscription Agreements”), with certain third-party investors, including, among others, UPS, Palantir and the Sponsor (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ENNV agreed to issue and sell, to the PIPE Investors an aggregate of 7,500,000 shares of Common Stock (the “PIPE Shares”) for a purchase price of $10.00 per share, or an aggregate purchase price of $75.0 million, in a private placement (the “PIPE Investment”). Under the Subscription Agreements, ENNV granted certain registration rights to the PIPE Investors with respect to the PIPE Shares. The PIPE Shares were issued concurrently with the closing of the Business Combination on the Closing Date.

~~Unaudited~~Upon ~~Pro~~consummation ~~Forma~~of ~~Condensed~~the ~~Combined~~Business ~~Financial~~Combination, ~~Information~~the closing of the PIPE Investment and payment of certain other amounts that were contingent on the closing of the Business Combination, the most significant change in our reported financial position was an increase in cash and cash equivalents of approximately $73 million, primarily due to $75.0 million in gross proceeds from the PIPE Investment and $29.6 million in proceeds from the Trust Account, partially offset by cash payments that were disbursed at the Closing which included $8.3 million of transaction expenses, $2.5 million in debt repayments, $8.2 million in directors’ and officers’ (“D&O”) insurance premiums, and $12.8 million related to IT and other costs.

In connection with the Business Combination, over 31.5 million ENNV shares were submitted for redemption. As a result, the condition to Fast Radius’ obligation to consummate the Business Combination that the amount of cash available in ENNV’s trust account immediately prior to the effective time of the Business Combination, after deducting the amount required to satisfy payments to ENNV stockholders in connection with the redemptions, the payment of any deferred underwriting commissions being held in ENNV’s trust account and the payment of certain transaction expenses, plus the gross proceeds from the PIPE Investment to be consummated in connection with the closing of the Business Combination, is equal to or greater than $175 million (such condition, the “Minimum Cash Condition”) was not satisfied. Therefore, in connection with the closing of the Business Combination, we waived the Minimum Cash Condition.

The reduction in available cash upon closing of the Business Combination due to those share redemptions ~~may~~reduced ~~reduce~~ our ability to invest in our growth strategy. ToAs ~~the extent that~~ our resources are insufficient to satisfy our cash requirements and future growth objectives, we ~~may~~ need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we ~~may~~will be forced to make additional changes to our long-term growth strategy in the discretion of our management and ~~board~~the ~~of directors~~Board. These changes may include, but are not limited to, decreasing our level of investment in new product launches and related marketing initiatives and scaling back our existing operations, which could have an adverse impact on our business and financial prospects. ~~Our~~ ~~future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors.”~~

In addition, as a consequence of the Business Combination, we became the successor to an

SEC-registered

and Nasdaq-listed company, which requires us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred and will continue to incur additional annual expenses as a public company for, among other things, D&O liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. Our future results of operations and financial position will not be comparable to historical results as a result of the Business Combination.

69Restructuring

In June 2022, our Board of Directors 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 our operational structure, reducing our operating expenses and managing our cash flows. We have commenced workforce reductions and expect to complete these actions by the end of the third quarter of 2022. We are also conducting a facility rationalization assessment and assessing other operational savings measures. As a result of these actions, we anticipate that we will realize annual run-rate cost savings of over $10 million. To generate these cost savings, we will incur some non-recurring expenses in 2022, specifically expenses associated

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with actions we have implemented in order to retain and motivate key employees. These expenses will offset some of the cost savings in the second half of 2022.

In the second quarter of 2022, we incurred costs of $598 thousand related to these actions, of which approximately $153 thousand were related to non-cash asset impairments and the remainder were cash severance costs. We continue to pursue cost savings initiatives and, to the extent further cost savings opportunities are identified, we may incur additional restructuring and related charges in future periods.

COVID-19

pandemic

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

COVID-19

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.

If the

COVID-19

pandemic continues for a prolonged duration, we or our customers may be unable to perform fully on our contracts, which will likely result in increases in costs and reductions in revenue. These cost increases may not be fully recoverable or adequately covered by insurance. The long-term effects of

COVID-19

to the global economy and to us are difficult to assess or predict and may include a further decline in the market prices of our products, risks to employee health and safety, risks for the deployment of our products and services and reduced sales in geographic locations impacted. Any prolonged restrictive measures put in place in order to control

COVID-19

or other adverse public health developments in any of our targeted markets may have a material and adverse effect on our business operations and results of operation.

Nasdaq Continued Listing Compliance

On June 9, 2022, we received written notice (the “Notice”) from Nasdaq that, based on the closing bid price of our Common Stock for the last 30 consecutive trading days, we no longer comply with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. The Notice has no immediate effect on the listing of the Common Stock on The Nasdaq Global Market. Pursuant to the Nasdaq Listing Rules, we have been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to December 6, 2022, and we must otherwise satisfy The Nasdaq Global Market’s requirements for listing. There are no assurances that we will be able to regain compliance with The Nasdaq Global Market’s continued listing requirements

Key Factors Affecting Results

We believe that our future success will be dependent upon many factors, including those further discussed below. While each of these factors presents significant opportunities for our business, they also pose important ~~challenges that we must successfully address in order to sustain our growth and improve the results of our operations.~~

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challenges that we must successfully address in order to sustain our growth and improve the results of our operations.

Cost-effectively attracting new customers

A key growth driver for us is

on-boarding

new customers to our Cloud Manufacturing Platform. In addition to customer referrals and brand marketing, we acquire customers through three primary acquisition channels:

(1) digital marketing, (2) inside sales, and (3) business development. In order to continue our growth and scale to profitability, these customer acquisition investments must continue to yield new customers at a cost that is well below the long-term value of these new customers. This includes scaling the breadth of the customer-facing elements of our software and driving adoption of these software elements to reduce

cost-to-serve.

For our digital marketing customer acquisition channel, fluctuations in our in-quarter investments may impact in-quarter and subsequent quarter revenue. Accordingly, in the event we opt to reduce in-quarter investments in this customer acquisition channel, our revenue may be negatively impacted in the same quarter.

Growing revenue within existing customers

When we acquire a new customer, we typically start our new relationship with a small number of custom parts. Once we successfully produce the customer’s initial order, customers will typically return to us for part replenishment and for consideration across new parts. This often requires customers to certify us as a production supplier, a process which often includes

on-site

factory audits,

in-depth

review of our quality management systems, and industry-specific capability verification and part-specific production verification (i.e., “PPAP”, or part production approval process). In order to grow our business with customers that require a production certification, we need to pass these supplier

on-boarding

elements and maintain the requirements necessary to be considered a certified supplier.

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In order to continue our growth across all existing customers, we must produce high quality parts, expand our relationships within existing customers, and ultimately increase the number of parts for which we are the customer’s production partner. If we are unable to accomplish one or more of these requirements, our growth within existing customers may be impaired which could negatively impact our overall growth trajectory.

Expanding our microfactory network

As we further enhance the

front-end

customer experience of our Cloud Manufacturing Platform and

on-board

new customers and new parts, we will need to continue expanding both our Fast Radius-owned microfactories and our network of third-party suppliers.

Our microfactories have been architected for scale since inception. The combination of our proprietary software operating system, replicable manufacturing operations, and strict quality control procedures are designed to ramp up new microfactories quickly and cost-effectively. Each microfactory is a deployment of a specific manufacturing technology (e.g., a microfactory specific for Carbon DLS, another distinct microfactory for CNC machining, etc.). We evaluate our microfactory expansion in two primary categories: (1) geographic expansion and (2) manufacturing technology expansion:

Microfactory geographic expansion

Our microfactory operations, software, and quality processes have been designed to be “copy and pasted” to new locations around the world. Similar to how other advanced manufacturing technologies have successfully scaled their manufacturing footprint (e.g., semi-conductor companies), we operate under a principle of “copy exactly” where every element of an initial microfactory will be copied to the next microfactory of the same technology. We control and maintain critical aspects of the operation – from the factory layout to materials handling to the technician “morning huddle” routine. This principle allows us to maintain consistent quality for production parts regardless of the microfactory location in which the parts are being produced. This enables us to deliver solutions such as our Virtual Warehouse so that customers can have the confidence that if they need their part produced at a microfactory in Chicago or a microfactory in Louisville, the quality and consistency of the part will be the same, regardless of the location of production. As we expand our microfactory footprint to locations around the world, this consistent quality of our “copy exactly” model will become even more important and valuable to our customers looking to produce parts proximate to where they are needed.

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technician “morning huddle” routine. This principle allows us to maintain consistent quality for production parts regardless of the microfactory location in which the parts are being produced. This enables us to deliver solutions such as our Virtual Warehouse so that customers can have the confidence that if they need their part produced at a microfactory in Chicago or a microfactory in Louisville, the quality and consistency of the part will be the same, regardless of the location of production. As we expand our microfactory footprint to locations around the world, this consistent quality of our “copy exactly” model will become even more important and valuable to our customers looking to produce parts proximate to where they are needed.

In order to successfully scale our microfactory network, we must maintain this “copy and paste” approach to deliver the high-quality solutions we believe our customers will demand. If we are unable to maintain this consistent quality,

on-time

delivery, and cost structure across our network of microfactories, our growth and profitability may be impaired.

Microfactory technology expansion

We will also invest in new microfactories which operate on manufacturing equipment that is different than the equipment we currently operate. Our technical team continually evaluates potential manufacturing technologies to invest in and we are also guided by input from our customers. Once we determine a new technology for which to create a microfactory, we rely on our proven approach across software and processes to onboard these new manufacturing technologies onto the Cloud Manufacturing Platform. This allows us to ramp up new microfactories while ensuring the quality, cost structure, and operational efficiencies are maintained across both existing and new microfactories.

In order to continue expanding our manufacturing technology footprint, we must successfully invest in the software, technical evaluation, people resources, and business processes to enable the efficient

ramp-up

of microfactories with new technologies.

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Expanding our third-party supplier network

Our microfactories are complemented by a curated network of third-party suppliers who provide manufacturing capacity across a range of technologies. As we scale, we need to continue to expand both the breadth and depth of our supplier network partnerships, including further integrating our Cloud Manufacturing Platform software tools into the operations of our supplier partners.

Expanding software-driven workflows and applications

A key component of the Cloud Manufacturing Platform is the software-driven workflows and applications for our customers and internal operations. In order to continue designing and building this software platform, we need to recruit and retain high quality product and software engineers. The market for product and software talent is very competitive and if we are not able to attract and retain the talent we need, the expansion of our software capabilities and Cloud Manufacturing Platform may proceed slower than expected, if at all.

Increasing gross margins

We earn a gross margin through selling custom component parts, some of which are produced within our microfactories and others which are produced by third-party suppliers of Fast Radius. The gross margin of these two production methods varies and both methods have a cost structure and competitive dynamic which may fluctuate, leading to gross margins which may be different than our projections.

Specifically, in order to establish the microfactory cost structure we are forecasting, we will need to operate our internal microfactories at the utilization rates we are assuming in our cost models and maintain the pricing in the market that we have seen historically and anticipate will continue.

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In order to maintain our gross margins through parts that are produced by third-party suppliers, we will need to continue to source high-quality components at a competitive cost and maintain the pricing with our end customers that we have seen historically. See “

Risk Factors—Increased consolidation among our customers, suppliers and competitors in the advanced manufacturing industry may have an adverse effect on our business and results of operations”

for further information

Our forecasted gross margins assume a mix between parts that are produced within our own microfactories and parts that are produced with third-party suppliers. If the mix between these production methods varies from our forecasted mix, our gross margins may be better or worse than we are forecasting.

Extending international operations

We plan to expand our operations outside of the United States. As we execute this expansion, we will face risks and uncertainties related to the market and regulatory environment of these new geographies. As a result, we may not be able to replicate the business performance we have seen in the United States in these international locations which may impact the overall financial performance of the business. Future international expansion will depend on many factors as set forth in the section titled “

Risk Factors

.”

~~Components~~External ofcompetition ~~Operations~~for on-demand manufacturing

We operate in a competitive market where our customers have several alternatives to procure their custom parts. In addition, many of these competitors have raised significant new capital in the prior 18 months and have been investing a portion of this capital on customer acquisition. We believe these incremental investments are resulting in increased costs for us to acquire new customers across all of our primary customer acquisition channels and that this trend may continue.

Components of Results of Operations

Revenues

Our primary source of revenue is from product sales of manufactured parts. We record revenue upon transfer of control to the customer. We have contracts with customers where the transfer of control of the specified good varies from contract to contract, but predominantly occurs upon shipment. We do not act as an agent in any of our customer contracts. We also derive revenue from ancillary consulting agreements. Under these arrangements, we produce digital assets (e.g., CAD files, finite element analyses, manufacturability reports) and physical assets (prototypes). For consulting arrangements, the goods and services delivered are generally combined into a single performance obligation based on not meeting the criteria for the goods and services being distinct within the context of the contract, and revenue is recognized over time or at a

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point-in-time

based on contract terms. We view consulting arrangements as a mechanism to develop meaningful customer relationships and a driver of future product sales.

We charge certain customers shipping and handling fees. These fees are recorded within revenue after transfer of control of the products to customers.

Cost of Revenues

Cost of revenues consists primarily of outsourced production costs, materials, salaries and benefits of internal production staff, microfactory rent, and subscription expense, depreciation, facilities costs and overhead allocations associated with the manufacturing process.

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.

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Operating Expenses

Sales and Marketing

Sales and marketing expense primarily consists of advertising expenses. Advertising expenses consist primarily of media advertising costs, trade and customer marketing expenses, sales and marketing related personnel, and public relations expenses which aim to strengthen the leadership of our brand in key vertical markets. All advertising expenses are recorded in Sales and marketing expense in the consolidated statements of net loss and comprehensive loss. Other expenses recorded in Sales and marketing include employee-related personnel expense and an allocated portion of overhead costs.

General and Administrative

General and administrative expense consists primarily of corporate employee compensation, benefits, leasehold improvement expenses, computer expenses and supplies, and other related overhead.

Research and development costs

We invest resources to advance the development of our products and services for our customers, including the development of the Cloud Manufacturing Platform. Research and development costs represent costs incurred to support the advancement of new and existing software, consumables, and activities to enhance manufacturing capabilities. Research and Development expenses consists of prototype parts, design expense, employee-related personnel expense, rent expense for machines for which we are testing new production processes and new materials on prior to being placed into production, and personnel costs for time spent on research and development efforts. As required by GAAP, eligible software development costs incurred during the application development stage are capitalized and subsequently amortized over the asset’s useful life once it is ready for its intended use.

Other Income (Expenses)

Change in fair value of warrants

We account for our warrants issued with other debt and equity instruments in accordance with Accounting Standards Codification (“ASC”) 480,

Distinguishing Liabilities from Equity

, and ASC 718,

Compensation –

Stock Compensation

. In the event the terms of the warrants qualify for classification as a liability rather than equity, we account for the instrument as a liability recorded at fair value each reporting period with the change in fair value recognized through earnings.

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Change in fair value of derivatives

We account for our derivative liabilities issued with and embedded in other debt instruments in accordance with ASC 815,

Derivatives and Hedge Accounting

. We account for the instruments as a liability recorded at fair value each reporting period with the change in fair value recognized through earnings. All outstanding derivative liabilities, along with the related convertible debt instruments, were converted into Common Stock at the closing of the Business Combination.

Interest income (expense), including amortization of debt discounts and issuance costs

Interest income varies each reporting period depending on our average cash balances during the period and the current level of interest rates. Interest expense consists of interest on outstanding debt as well as the amortization of debt discounts and issuance costs over the terms of the related debt agreements.

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Results of Operations

Three Months Ended June 30, 2022 Compared with the Three Months Ended June 30, 2021

The following table sets forth a summary of our consolidated results of operations, as well as the dollar and percentage change for the period:


	For the Three Months Ended June 30,
(in thousands)	2022			2021			Change ($)			Change (%)
Revenues	$	7,275		$	4,867		$	2,408			49	%
Cost of revenues (1)		7,015			4,062			2,953			73	%

Gross Profit		260			805			(545	)		-68	%
Operating expenses
Sales and marketing (1)		5,877			5,283			594			11	%
General and administrative (1)		14,717			8,783			5,934			68	%
Research and development (1)		1,897			1,541			356			23	%

Total operating expenses		22,491			15,607			6,884			44	%
Loss from Operations		(22,231	)		(14,802	)		(7,429	)		50	%
Change in fair value of warrants		1,326			201			1,125			560	%
Change in fair value of derivatives		—			6			(6	)		n/m
Interest income and other income (expense), net		31			(6	)		37			-617	%
Interest expense, including amortization of debt issuance costs		(1,313	)		(504	)		(809	)		161	%

Loss before income taxes		(22,187	)		(15,105	)		(7,082	)		47	%
Provision for income taxes		—			—			—			n/m

Net Loss	$	(22,187	)	$	(15,105	)	$	(7,082	)		47	%

(1) Includes stock-based compensation, as follows:
Cost of Revenues	$	27		$	3		$	24			800	%
General and Administrative		1,834			151			1,683			1115	%
Selling and Marketing		196			37			159			430	%
Research & Development		505			16			489			3056	%

Total	$	2,562		$	207		$	2,355			1138	%

Revenues

Revenues increased 49% from $4.9 million to $7.3 million for the three months ended June 30, 2022 compared to the prior-year period. The increase in 2022 was attributable to sales from new customers and an increase in revenue from existing customers.

Cost of Revenues

Cost of revenues increased 73% from $4.1 million to $7.0 million for the three months ended June 30, 2022 compared to the prior-year period. The increase in cost of revenues was primarily attributable to the increase in revenues. Additionally, cost of revenues was impacted by an investment we made in a new CNC manufacturing facility in 2021, which is currently running at low utilization.

Operating Expenses

Sales and Marketing

Sales and marketing expenses increased 11% from $5.3 million to $5.9 million for the three months ended June 30, 2022 compared to the prior-year period. The increase in sales and marketing expenses in 2022 was attributable to increases in spend related to organizational headcount growth within the function.

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General and Administrative

General and administrative expenses increased 68% from $8.8 million to $14.7 million for the three months ended June 30, 2022 compared to the prior-year period. The increase in general and administrative expense in 2022 was attributable to an expense of $2.1 million we recorded for our software subscription agreement with Palantir as well as higher stock compensation expense of $1.7 million. We also recorded an expense of $452 thousand associated with the commitment fee shares issued to Lincoln Park as part of the Purchase Agreement. Additionally, we incurred incremental legal, consulting and accounting costs to support our growth, including costs related to the Business Combination, and new costs associated with being a publicly-traded company.

Research and Development

Research and development expenses increased 23% from $1.5 million to $1.9 million for the three months ended June 30, 2022 compared to the prior-year period. The $1.9 million of research and development expenses for the three months ended June 30, 2022 included $3.2 million of gross research and development expenses, primarily related to our Cloud Manufacturing Platform, that was offset by $1.3 million of

internal-use

software costs that were capitalized. No software development costs were capitalized in the three months ended June 30, 2021. The increase in gross spend in 2022 is attributable to our continued focus on developing the Cloud Manufacturing Platform.

Change in fair value of warrants

The income recorded in 2022 was attributable to mark to market adjustments on warrant liabilities and was attributable to a decrease in our enterprise valuation.

Interest income and other income

The increase in interest income was primarily attributable to an increase in our average money market account balance in 2022 as compared to 2021 due to the proceeds received from the Business Combination.

Interest expense, including amortization of debt issuance costs

The increase in interest expense was primarily attributable to higher outstanding debt levels in 2022 compared to 2021. Refer to Note 5 for additional information related to indebtedness.

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Six Months Ended June 30, 2022 Compared with the Six Months Ended June 30, 2021

The following table sets forth a summary of our consolidated results of operations, as well as the dollar and percentage change for the period:


	For the Six Months Ended June 30,
(in thousands)	2022			2021			Change ($)			Change (%)
Revenues	$	13,537		$	8,663		$	4,874			56	%
Cost of revenues (1)		12,644			7,028			5,616			80	%

Gross Profit		893			1,635			(742	)		-45	%
Operating expenses
Sales and marketing (1)		12,213			8,752			3,461			40	%
General and administrative (1)		52,942			16,495			36,447			221	%
Research and development (1)		5,229			2,687			2,542			95	%

Total operating expenses		70,384			27,934			42,450			152	%
Loss from Operations		(69,491	)		(26,299	)		(43,192	)		164	%
Change in fair value of warrants		6,621			(1,052	)		7,673			-729	%
Change in fair value of derivatives		30			6			24			400	%
Interest income and other income (expense), net		30			3			27			900	%
Interest expense, including amortization of debt issuance costs		(3,977	)		(549	)		(3,428	)		624	%

Loss before income taxes		(66,787	)		(27,891	)		(38,896	)		139	%
Provision for income taxes		—			—			—			n/m

Net Loss	$	(66,787	)	$	(27,891	)	$	(38,896	)		139	%

(1) Includes stock-based compensation, as follows:
Cost of Revenues	$	142		$	7		$	135			1929	%
General and Administrative		19,379			370			19,009			5138	%
Selling and Marketing		1,379			37			1,342			3627	%
Research & Development		2,030			47			1,983			4219	%

Total	$	22,930		$	461		$	22,469			4874	%

Revenues

Revenues increased 56% from $8.7 million to $13.5 million for the six months ended June 30, 2022 compared to the prior-year period. The increase in 2022 was attributable to sales from new customers and an increase in revenue from existing customers.

Cost of Revenues

Cost of revenues increased 80% from $7.0 million to $12.6 million for the six months ended June 30, 2022 compared to the prior-year period. The increase in cost of revenues was primarily attributable to the increase in revenues. Additionally, cost of revenues was impacted by an investment we made in a new CNC manufacturing facility in 2021, which is currently running at low utilization.

Operating Expenses

Sales and Marketing

Sales and marketing expenses increased 40% from $8.8 million to $12.2 million for the six months ended June 30, 2022 compared to the prior-year period. The increase in sales and marketing expenses in 2022 was attributable to increases in spend related to organizational headcount growth within the function. Additionally, we recorded incremental stock compensation expense in the first quarter of 2022 as our outstanding restricted

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stock units (“RSUs”) included a performance condition that became probable upon the closing of the Business Combination.

General and Administrative

General and administrative expenses increased 221% from $16.5 million to $52.9 million for the six months ended June 30, 2022 compared to the prior-year period. The most significant increase in 2022 was attributable to incremental stock compensation expense in the first quarter of 2022 as our outstanding RSUs included a performance condition that became probable upon the closing of the Business Combination and cash bonuses paid to certain employees that were contingent on the closing of the Business Combination. Additionally, we recorded expense of approximately $7.9 million in 2022 related to our software subscription agreement with Palantir. We also recorded an expense of $452 thousand in 2022 associated with the commitment fee shares issued to Lincoln Park as part of the Purchase Agreement. Finally, we incurred incremental legal, consulting and accounting costs to support our growth, including costs related to the Business Combination, and new costs associated with being a publicly-traded company.

Research and Development

Research and development expenses increased 95% from $2.7 million to $5.2 million for the six months ended June 30, 2022 compared to the prior-year period. The $5.2 million of research and development expenses for the six months ended June 30, 2022 included $7.3 million of gross research and development expenses, primarily related to our Cloud Manufacturing Platform, that was offset by $2.1 million of

internal-use

software costs that were capitalized. No software development costs were capitalized in the six months ended June 30, 2021. The increase in gross spend in 2022 is attributable to our continued focus on developing the Cloud Manufacturing Platform. Additionally, we recorded incremental stock compensation expense in the first quarter of 2022 as our outstanding RSUs included a performance condition related to the closing of the Business Combination.

Change in fair value of warrants

The income recorded in 2022 was attributable to mark to market adjustments on warrant liabilities and was attributable to a decrease in our enterprise valuation.

Change in fair value of Derivatives

The income recorded in 2022 was attributable to mark to market adjustments on embedded derivatives associated with 2021 convertible debt issuances. All outstanding derivative liabilities, along with the related convertible debt instruments, were converted into Common Stock at the closing of the Business Combination. Refer to Note 5 and Note 13 of the consolidated financial statements included elsewhere in this prospectus for additional information on derivative liabilities.

Interest income and other income

Interest expense, including amortization of debt issuance costs

The increase in interest expense was primarily attributable to higher outstanding debt levels in 2022 compared to 2021. Refer to Note 5 for additional information related to indebtedness.

Non-GAAP

Financial Measures

In addition to our results determined in accordance with GAAP, we believe the below

non-GAAP

financial measures are useful in evaluating our operational performance. We use this

non-GAAP

financial information to

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evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this

non-GAAP

financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

We define “EBITDA” as net loss plus interest expense, income tax expense, depreciation and amortization expense.

We define “Adjusted EBITDA” as EBITDA adjusted for stock-based compensation, changes in the fair value of warrant liability, changes in the fair value of derivative liabilities, and transaction and related costs.

To provide investors with additional information regarding our financial results, we are presenting EBITDA and Adjusted EBITDA,

non-GAAP

financial measures, in the table below along with a reconciliation to net loss, the most directly comparable measure calculated and presented in accordance with GAAP.

Adjusted EBITDA

We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

Our definition of Adjusted EBITDA may differ from that used by other companies and therefore comparability may be limited. In addition, other companies may not present Adjusted EBITDA or similar metrics. Thus, our adjusted EBITDA should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP, such as net loss.

In addition, Adjusted EBITDA has limitations as an analytical tool, including:

•

although depreciation and amortization are

non-cash

charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures;

•

Adjusted EBITDA does not include the dilution that results from stock-based compensation or any cash outflows included in stock-based compensation, including from our purchases of shares of outstanding common stock;

•

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

We provide investors and other users of our financial information with a reconciliation of Adjusted EBITDA to net loss. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view Adjusted EBITDA in conjunction with net loss.

Stock compensation expense

is a

non-cash

expense relating to stock-based awards issued to executive officers, employees, and outside directors, consisting of options and restricted stock units. We exclude this expense because it is a

non-cash

expense and we assess our internal operations excluding this expense, and we believe it facilitates comparisons to the performance of other companies in our industry.

Change in the fair value of warrant liability

is a

non-cash

gain or loss impacted by the fair value of the issued liability-classified warrants. We believe the assessment of our operations excluding this activity is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry.

Change in the fair value of derivative liabilities

is a

non-cash

gain or loss impacted by the fair value of the derivative liabilities. We believe the assessment of our operations excluding this activity is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry.

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Common stock commitment fee

is a

non-cash

expense related to the issuance of Common Stock in exchange for the Purchase Agreement entered into with Lincoln Park as described in Note 7 to the condensed consolidated financial statements. We believe the assessment of our operations excluding this activity is relevant to our assessment of internal operations and to comparisons with the performance of other companies in our industry.

Restructuring costs

are

non-recurring

expenses, primarily cash severance payments, associated with our cost optimization initiative that includes a workforce reduction of approximately 20% and other related expenses.

Transaction costs

are

non-recurring

costs for advisory, consulting, accounting and legal expenses in connection with the Business Combination as well as certain bonuses to employees that were contingent on the closing of the Business Combination.

The following table provides a reconciliation of net loss, the most closely comparable GAAP financial measure, to EBITDA and Adjusted EBITDA:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Net loss	$	(22,187	)	$	(15,105	)	$	(66,787	)	$	(27,891	)
Interest expense		1,313			504			3,977			549
Income tax expense (benefit), net		—			—			—			—
Depreciation and amortization		714			302			1,368			533

EBITDA		(20,160	)		(14,299	)		(61,442	)		(26,809	)

Stock compensation expense		2,562			207			22,930			461
Change in fair value of warrant liability		(1,326	)		(201	)		(6,621	)		1,052
Change in fair value of derivative liability		—			(6	)		(30	)		(6	)
Common stock commitment fee		452			—			452			—
Restructuring costs		598			—			598			—
Transaction costs		570			773			5,564			3,549

Adjusted EBITDA		(17,304	)		(13,526	)		(38,549	)		(21,753	)

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations, including debt and other liabilities, and other commitments, with cash flows from operations and other sources of funding. Our current liquidity needs include the working capital to support the purchase of custom component parts from our third-party supplier partners on behalf of our customers. In many cases, we pay our suppliers prior to being paid by our customers, resulting in a need for working capital. We also consume cash through other growth initiatives, including investing in new micro-factories, sales and marketing expenses and development of our Cloud Manufacturing Platform. Additionally, we will consume cash for additional expenses as a public company for, among other things, D&O liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. Our ability to maintain, expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.

We had $37.9 million in cash and cash equivalents as of June 30, 2022. Upon consummation of the Business Combination, we received approximately $73 million in cash, primarily due to $75.0 million in gross proceeds from the PIPE Investment and $29.6 million in proceeds from the Trust Account, partially offset by cash payments that were disbursed at the Closing which included $8.3 million of transaction expenses, $2.5 million in debt repayments, $8.2 million in D&O insurance premiums, and $12.8 million related to IT and other costs.

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Certain other transaction costs associated with and liabilities assumed as a result of the Business Combination totaling approximately $11 million as of June 30, 2022 have been deferred until later in 2022 or 2023.

In connection with the Business Combination, over 31.5 million shares were submitted for redemption for an aggregate redemption amount of approximately $315 million. The proceeds we received in connection with the Business Combination were significantly less than the originally expected proceeds of $445 million (assuming no redemptions). As discussed below, the reduction in available cash upon closing of the Business Combination due to share redemptions has negatively impacted our growth initiatives, our revenue and net loss projections prepared in connection with ENNV’s evaluation of the Business Combination, and our liquidity, including the likelihood that holders of Warrants will exercise their Warrants and the Company will receive cash proceeds from the Warrants.

Purchase Agreement with Lincoln Park

On May 11, 2022, the Company entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $30.0 million of Common Stock. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $30.0 million of Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the

24-month

period commencing on the date that is one business day following the satisfaction of certain customary conditions, including effectiveness of a registration statement covering the resale of such shares of Common Stock. Refer to Note 7 for additional information related to the Purchase Agreement. Sales to Lincoln Park, or the possibility that these sales may occur, and any related volatility or decrease in market price of our Common Stock, might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Future Liquidity Requirements

We expect our capital expenditures and working capital requirements to continue to increase in the immediate future as we are still in the growth stage of our business and expect to continue to make substantial investments in our business, including in the expansion of our product portfolio and research and development, sales and marketing teams, in addition to incurring additional costs as a result of being a public company. Our short-term liquidity priorities are to pay off existing indebtedness and liabilities, to fund ongoing working capital needs, and to invest in the Company’s growth strategy.

Based on our results of operations and liquidity as of June 30, 2022, as further described below, we believe our cash and cash equivalents, including the cash we obtained from the Business Combination and the PIPE Investment, as well as potential proceeds available under the Purchase Agreement with Lincoln Park, are not sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of our Quarterly Report on Form

10-Q

for the quarter ended June 30, 2022. We expect to seek additional capital in 2022 to fund our operations and future growth. While we are facing challenging market conditions, we are actively pursuing alternatives to address our liquidity needs. We are engaged with our financial advisors and Board on this and it remains a top priority. However, there can be no assurance that we will be able to obtain additional debt or equity financing within the necessary timeframe or on terms acceptable to us, if at all. Failure to secure additional funding in a timely manner or at all will impact our liquidity, including the ability to service our debt and other liabilities, and may require us to modify, delay or abandon some of our planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, and could have a material adverse effect on our business, operating results, financial condition, and could force us to limit our business activities. Our estimates of our results of operations, working capital and capital expenditure requirements may be different than our actual needs, and those estimates may need to be revised if, for example, our actual revenue is lower, and our net operating losses are higher, than we project and our cash and cash equivalents position is reduced faster than anticipated.

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Projected Revenue and Net Loss

Prior to the Business Combination, Legacy Fast Radius provided certain prospective financial information to ENNV for fiscal years 2021, 2022, 2023, 2024 and 2025 in connection with ENNV’s evaluation of the Business Combination. The prospective financial information was prepared using a number of assumptions, including assumptions about the level of redemptions, which were assumed to be significantly lower, and net cash proceeds resulting from the consummation of the Business Combination, which were assumed to be significantly higher. The prospective financial information included projected revenues and net loss for the year ended December 31, 2021, of $23 million and $41 million, respectively. Similarly, the prospective financial information included projected revenues and net loss for the year ended December 31, 2022, of $104 million and $64 million, respectively.

For the year ended December 31, 2021, we recognized $20.0 million in revenue, which was lower than our projected revenue of $23 million primarily due to a significant customer order initially included in our projections for which we later determined that revenue could not be recognized as we were not able to assert that collection from the customer was probable under the requirements of ASC 606. For the year ended December 31, 2021, we had net losses of approximately $67.9 million, which were greater than our projected net loss of $41 million primarily due to certain items that could not be forecasted at the time the projections were presented including mark to market adjustments on outstanding warrant and derivative liabilities, transaction costs related to our Business Combination and interest expense related to indebtedness that had not yet been issued. Additionally, our operating expenses were higher than initially projected as we hired additional personnel to support our growth. Our actual revenue being lower than projected revenue and our net operating losses being higher than projected net operating losses for the year ended December 31, 2021, had a negative impact on our cash and cash equivalents position.

For the six months ended June 30, 2022, we recognized $13.5 million in revenue, and had net losses of approximately $66.8 million. Extrapolating these results for the remainder of fiscal year 2022, we expect that our revenue for fiscal year 2022 will be less than our projected $104 million and our net loss for fiscal year 2022 will be greater than our projected $64 million that we provided to ENNV in connection with ENNV’s evaluation of the Business Combination. The anticipated lower revenue, and anticipated higher net operating loss, for fiscal year 2022 is expected to have a negative impact on our cash and cash equivalents position. Accordingly, in connection with announcing the Company’s financial results for the quarter ended June 30, 2022, we revised our outlook for the year ended December 31, 2022.

The anticipated lower revenue for fiscal year 2022 is due to the combination of receiving lower proceeds than anticipated from the Business Combination, the delay in the closing of the Business Combination until February 4, 2022, and the increased customer acquisition spend of our competitors. We expected to receive higher proceeds from the Business Combination, which we planned to invest in acquiring new customers, expanding our manufacturing capability, expanding our Cloud Manufacturing Platform and making strategic acquisitions. As the proceeds from the Business Combination were significantly lower than expected, and received later than expected, we had to reduce, delay or cancel our investments in these growth initiatives.

The impact of these reductions in our planned growth investments in the six months ended June 30, 2022, coupled with the increased cost associated with acquiring customers as a result of our competitors’ increased customer acquisition spend, had a direct impact to our revenue, which is reflected by our results for the six months ended June 30, 2022. If we had obtained significantly higher proceeds from the Business Combination sooner, we believe we would have been able to further accelerate our growth investments in the six months ended June 30, 2022, and throughout 2022, which we believe would have enabled us to achieve higher revenue for fiscal year 2022.

The anticipated higher net operating loss for fiscal year 2022 is due to the reduction in anticipated revenues as discussed above, partially offset by the reduction in anticipated expenses that would have been incurred to

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generate those revenues, and higher stock-based compensation expenses that were not included in our projections due to uncertainty around the timing for consummating the Business Combination and modifications to certain awards that impacted their valuation. Additionally, we are incurring higher costs than anticipated as a public company.

Indebtedness and Effect of Resales

As of June 30, 2022, we had $28.7 million in debt, net of discounts and issuance costs, outstanding.

On February 4, 2022, the 2021 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 SPAC closing to the amended loan’s outstanding principal balance, deferring its repayment until maturity. In exchange for the extension of the loan, we will pay an additional fee of $2.1 million due at maturity. We will make six interest-only payments beginning March 1, 2022 and will begin paying $2.4 million in principal beginning September 1, 2022.

15,516,639 ENNV liability-classified warrants were also assumed as part of the Business Combination with a carrying and fair value of $1.2 million as of June 30, 2022. Finally, certain other transaction costs associated with, and liabilities assumed as a result of, the Business Combination totaling approximately $11 million as of June 30, 2022 have been deferred until later in 2022 or 2023.

The shares of Common Stock registered for potential resale pursuant to the prospectus we filed with the SEC on July 22, 2022 (File

No. 333-264427)

by the selling securityholders thereunder represented approximately 74.8% of shares outstanding on a fully diluted basis as of June 1, 2022. Given the substantial number of shares of Common Stock registered for potential resale by selling securityholders pursuant to such prospectus, the sale of shares by the selling securityholders thereunder, or the perception in the market that the selling securityholders intend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. These sales, or the possibility that these sales may occur, and any related volatility or decrease in market price of our Common Stock, might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Warrant Proceeds

We would receive the proceeds from any exercise of any Warrants that are exercised for cash pursuant to their terms. Assuming the exercise in full of all of the Warrants for cash, we would receive an aggregate of approximately $178.4 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise. To the extent any Warrants are issued on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease. We would expect to use any such proceeds received from Warrants that are exercised for cash in the future for general corporate and working capital purposes, which would increase our liquidity. However, we will only receive such proceeds if and when the Warrant holders exercise the Warrants. The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Common Stock and the spread between the exercise price of the Warrant and the price of our Common Stock at the time of exercise. There is no assurance that the holders of the Warrants will elect to exercise for cash any or all of such Warrants, and we believe that any such exercise currently is unlikely to occur as described below. As of the date of our Quarterly Report on Form

10-Q

for the quarter ended June 30, 2022, we have neither included nor intend to include any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity projections. We will continue to evaluate the

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probability of warrant exercise over the life of our Warrants and the merit of including potential cash proceeds from the exercise thereof in our liquidity projections.

We do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed above to continue to support our operations. The exercise price of the Warrants is $11.50 per share and the closing price of our Common Stock was $0.64 as of August 19, 2022. Accordingly, we believe that it is currently unlikely that holders of the Warrants will exercise their Warrants. The likelihood that Warrant holders will exercise the Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock remains less than $11.50 per share, we believe holders of the Warrants will be unlikely to exercise their Warrants. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and we may not receive any proceeds from the exercise of the Warrants. To the extent that any of the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.

Other commitments

In May 2021, we entered into a master subscription agreement with Palantir for access to Palantir’s proprietary software for a

six-year

period for a total of $45.0 million. The

non-cancellable

future minimum payments due on this firm purchase agreement are $10.1 million after taking into account the $9.4 million payment made to Palantir at Close. Refer to Note 6 of the consolidated financial statements included elsewhere in this prospectus for additional information on our agreement with Palantir.

Cash Flows

The following table sets forth a summary of cash flows for the six months ended June 30, 2022 and 2021:


	For the Six Months Ended June 30,
(in thousands)	2022			2021
Net cash used by operating activities	$	(60,197	)	$	(21,191	)
Net cash used by investing activities	$	(3,161	)	$	(2,971	)
Net cash generated by financing activities	$	92,520		$	17,983

Net increase (decrease) in cash flows	$	29,162		$	(6,179	)

Operating Activities

Cash used in operating activities for the six months ended June 30, 2022 and 2021 was $60.2 million and $21.2 million, respectively. The increase in operating cash outflows in 2022 was partly due to higher operating losses in the current year. Additionally, we used a portion of the proceeds from the Business Combination described below in Financing Activities to make cash payments related to various transaction and other costs that became due as a result of the Business Combination.

Investing Activities

Cash used in investing activities for the six months ended June 30, 2022 and 2021 was $3.2 million and $3.0 million, respectively. The increase was attributable to capitalized software development costs during the period.

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Financing Activities

Cash provided by financing activities for the six months ended June 30, 2022 and 2021 was $92.5 million and $18.0 million, respectively.

In 2022, we received proceeds from the Business Combination of approximately $97.5 million, net of transaction costs. A portion of those proceeds were used to settle debt obligations of $3.8 million and to pay various transaction and other expenses included in Operating Activities above. Additionally, we made payments of approximately $1.4 million related to deferred underwriting fees associated with the ENNV IPO in 2021 that were assumed as a result of the Business Combination. Refer to Note 3 of the condensed consolidated financial statements included elsewhere in this prospectus for additional information on the Business Combination.

In 2021, we received proceeds of $11.0 million from the issuance of term loans and $7.6 million from the issuance of convertible notes and warrants to a related party that was partially offset by the repayment of outstanding indebtedness of $0.6 million.

Contractual Obligations

Our contractual obligations consist primarily of debt liabilities and operating leases which impact our short-term and long-term liquidity and capital needs. The table below is presented as of June 30, 2022 and reflects interest rates as of that date.


	Payments Due By Period
(in thousands)	Total		2022		2023-2024		2025-2026		More than 5 years
Contractual obligations
Operating leases	$	3,793	$	941	$	1,982	$	870	$	—
Debt		30,549		11,233		19,109		207		—
Interest on debt		1,592		1,038		548		6		—
Purchase commitments		10,125		5,625		2,250		2,250		—

Total contractual obligations	$	46,059	$	18,837	$	23,889	$	3,333	$	—

Off-Balance

Sheet Arrangements

As of June 30, 2022 and December 31, 2021, we did not have any

off-balance

sheet arrangements, as defined in Regulation

S-K,

Item 303(a)(4)(ii).

Critical Accounting Policies and Estimates

8-K/A

filed with the SEC on March 30, 2022

Although we regularly assess these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe 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.

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Fiscal Year 2021 Compared with Fiscal Year 2020

The following table sets forth a summary of our consolidated results of operations, as well as the dollar and percentage change for the period:


	For the Year Ended December 31,
(Dollars in thousands)	2021			2020			Change ($)			Change (%)
Revenues		20,012			13,966			6,046			43	%
Cost of revenues (1)		20,300			12,039			8,261			69	%

Gross Profit		(288	)		1,927			(2,215	)		-115	%
Operating expenses
Sales and marketing (1)		22,721			8,328			14,393			173	%
General and administrative (1)		32,974			12,044			20,930			174	%
Research and development (1)		5,036			2,959			2,077			70	%

Total operating expenses		60,731			23,331			37,400			160	%
Loss from Operations		(61,019	)		(21,404	)		(39,615	)		-185	%
Change in fair value of warrants		(1,781	)		(80	)		(1,701	)		N.M.
Change in fair value of derivatives		(208	)		—			(208	)		N.M.
Interest income and other income		1			121			(120	)		N.M.
Interest expense, including amortization of debt issuance costs		(4,877	)		(308	)		(4,569	)		1,483	%

Loss before income taxes		(67,884	)		(21,671	)		(46,213	)		213	%
Provision for income taxes		—			—			—			N.M.

Net Loss		(67,884	)		(21,671	)		(46,213	)		213	%

(1)	Includes stock-based compensation, as follows:


Cost of Revenues	$	13	$	14	(1	)	-7	%
General and Administrative		680		826	(146	)	-18	%
Selling and Marketing		80		105	(25	)	-24	%
Research & Development		82		47	35		74	%

Total		855		992	(137	)	-14	%

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Revenues

Revenues increased 43% from $14.0 million to $20.0 million for the year ended December 31, 2021. The increase in 2021 was attributable to sales from new customers and an increase in revenue from existing customers.

Cost of Revenues

Cost of revenues increased 69% from $12.0 million to $20.3 million for the year ended December 31, 2021. The increase in 2021 of cost of revenues was primarily attributable to the increase in revenues. Cost of revenues was also negatively impacted in 2021 by the recognition of cost from the shipment of goods to a customer that did not meet the U.S. GAAP requirements to recognize the related revenue. In addition, based on an internal review, we became aware of certain additional duties likely owed to the United States Customs and Border Protection (“CBP”). As a result, we recognized a $1.0 million charge within ‘Cost of revenues’ in the Consolidated Statement of Operations for the year ended December 31, 2021. Refer to Note 11 of the consolidated financial statements included elsewhere in this prospectus for additional information.

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Operating Expenses

Sales and Marketing

Sales and marketing expenses increased 173% from $8.3 million to $22.7 million for the year ended December 31, 2021. The increase in sales and marketing expenses in 2021 was primarily attributable to increases in spend related to online advertising and marketing and promotional activities combined with organizational headcount growth within the function.

General and Administrative

General and administrative expenses increased 174% from $12.0 million to $33.0 million for the year ended December 31, 2021. The most significant increase in 2021 was attributable to incremental legal, consulting and accounting costs of $8.5 million to support the Company’s growth, including costs related to the Business Combination. Salary expenses and placement costs increased $3.6 million and $1.1 million, respectively, in 2021 as we expanded the team to support our growth. Rent expense increased $1.2 million in 2021 due to the expansion of office space. Also contributing to the increase in 2021 was $0.9 million related to contract employees and $1.1 million of recruiting costs.

We expect to record various expenses in 2022 that were contingent upon the close of the Business Combination. Such expenses are material to our results of operations and include stock-based compensation expense, cash bonuses that were due to certain of our founders and employees and expenses related to our agreement with Palantir Technologies Inc. (“Palantir”). We also expect to incur additional annual expenses as a public company for, among other things, D&O liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Research and Development

Research and development expenses increased 70% from $3.0 million to $5.0 million for the year ended December 31, 2021. The $5.0 million of research and development expenses for the year ended December 31, 2021 included $7.9 million of gross research and development expenses, primarily related to our Cloud Manufacturing Platform, that was offset by $2.9 million of

internal-use

software costs that were capitalized. No software development costs were capitalized in 2020. The increase in gross spend in 2021 is attributable to our continued focus on developing the Cloud Manufacturing Platform.

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Change in fair value of warrants

The increase in expense related to mark to market adjustments on warrant liabilities in 2021 was attributable to a higher number of warrants outstanding due to 2021 issuances and an increase in our enterprise valuation. Refer to Note 8 and Note 10 of the consolidated financial statements included elsewhere in this prospectus for additional information on warrant liabilities.

Change in fair value of Derivatives

The expense recorded in 2021 was attributable to mark to market adjustments on embedded derivatives associated with 2021 convertible debt issuances. All outstanding derivative liabilities, along with the related convertible debt instruments, were converted into Common Stock at the closing of the Business Combination. Refer to Note 5 and Note 10 of the consolidated financial statements included elsewhere in this prospectus for additional information on derivative liabilities.

Interest income and other income

The decrease in interest income was primarily attributable to a decrease in our average money market account balance in 2021 as compared to 2020.

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Interest expense, including amortization of debt issuance costs

The increase in interest expense was primarily attributable to higher outstanding debt levels in 2021 compared to 2020. Refer to Note 5 of the consolidated financial statements included elsewhere in this prospectus for additional information on debt issuances.

Non-GAAP

Financial Measures

In addition to our results determined in accordance with GAAP, we believe the below

non-GAAP

financial measures are useful in evaluating our operational performance. We use this

non-GAAP

financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this

non-GAAP

financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

We define “EBITDA” as net loss plus interest expense, income tax expense, depreciation and amortization expense.

To provide investors with additional information regarding our financial results, we are presenting EBITDA and Adjusted EBITDA,

non-GAAP

financial measures, in the table below along with a reconciliation to net loss, the most directly comparable measure calculated and presented in accordance with GAAP.

Adjusted EBITDA

We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

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In addition, Adjusted EBITDA has limitations as an analytical tool, including:

•

although depreciation and amortization are

non-cash

•

Stock~~-based~~ compensation expense

is a

non-cash

expense relating to stock-based awards issued to executive officers, employees, and outside directors, consisting of options and restricted stock units. We exclude this expense because it is a

non-cash

expense and we assess our internal operations excluding this expense, and we believe it facilitates comparisons to the performance of other companies in our industry.

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Change in the fair value of warrant liability

is a

non-cash

Change in the fair value of derivative liabilities

is a

non-cash

Transaction ~~and related~~ costs

are costs for advisory, consulting, accounting and legal expenses in connection with the Business Combination as well as certain bonuses to employees that were contingent on the closing of the Business Combination.

~~Non-~~The following table provides a reconciliation of net loss, the most closely comparable GAAP financial measure,

~~non-GAAP~~to EBITDA and Adjusted EBITDA, for the years ended December 31, 2021 and 2020:

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The following table provides a reconciliation of net loss, the most closely comparable GAAP financial measure, to EBITDA and Adjusted EBITDA:


	For the Year Ended, December 31
(Dollars in thousands)	2021			2020
Net loss	$	(67,884	)	$	(21,671	)
Interest expense		4,877			308
Income tax expense (benefit), net		—			—
Depreciation and amortization		1,653			842

EBITDA		(61,354	)		(20,521	)
Stock compensation expense		855			992
Change in fair value of warrant liability		1,781			80
Change in fair value of derivative liabilities		208			—
Transaction and related costs		5,194			—

Adjusted EBITDA		(53,316	)		(19,449	)

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Our current liquidity needs include the working capital to support the purchase of custom component parts from our third-party supplier partners on behalf of our customers. In many cases, we pay our suppliers prior to being paid by our customers, resulting in a need for working capital. We also consume cash through other growth initiatives, including investing in new microfactories, sales and marketing expenses and development of our Cloud Manufacturing Platform. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.

We had $8.7 million in cash and cash equivalents as of December 31, 2021. Upon consummation of the Business Combination, we received approximately $73 million in cash, primarily due to $75.0 million in gross proceeds from the PIPE Investment and $29.6 million in proceeds from the Trust Account, partially offset by cash payments that were disbursed at the Closing which included $8.3 million of transaction expenses, $2.5 million in debt repayments, $8.2 million in D&O insurance premiums, and $12.8 million related to IT and other costs.

We expect our capital expenditures and working capital requirements to continue to increase in the immediate future as we are still in the growth stage of our business and expect to continue to make substantial investments in our business, including in the expansion of our product portfolio and research and development, sales and marketing teams, in addition to incurring additional costs as a result of being a public company. Our short-term liquidity priorities are to pay off existing indebtedness, to fund ongoing working capital needs, and to invest in the Combined Company’s growth strategy.

Risk Factors

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Liquidity

As of December 31, 2021, excluding the derivative liabilities, we had $42.5 million in debt, net of discounts and issuance costs, outstanding. Refer to Note 5 of the consolidated financial statements included elsewhere in this prospectus for additional information on our outstanding debt liabilities.

Additionally, on February 4, 2022, as part of the closing of the Business Combination, the related party convertible notes that had a carrying value of $12.5 million as of December 31, 2021 were converted into Common Stock. ENNV liability-classified warrants were also assumed as part of the Business Combination with a carrying and fair value of $10.4 million as of December 31, 2021.

Other commitments

six-year

non-cancellable

Cash Flows

The following table sets forth a summary of cash flows for the years ended December 31, 2021 and 2020:


	For the Year Ended, December 31
(Dollars in thousands)	2021			2020
Net cash used in operating activities	$	(48,771	)	$	(20,904	)
Net cash used in investing activities		(8,622	)		(712	)
Net cash provided by financing activities		47,601			5,294

Net decrease in cash	$	(9,792	)	$	(16,322	)

Operating Activities

Cash used in operating activities for the years ended December 31, 2021 and 2020 was $48.8 million and $20.9 million, respectively. The increase in operating cash outflows in 2021 was primarily due to higher operating losses in the current year.

In 2022, we used a portion of the proceeds from the Business Combination described below in Financing Activities to make cash payments related to various transaction and other costs of approximately $29.3 million that became due upon the close of the Business Combination.

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Investing Activities

Cash used in investing activities for the years ended December 31, 2021 and 2020 was $8.6 million and $0.7 million, respectively. The increase was attributable to higher purchases of property and equipment and capitalized software development costs during the period.

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Financing Activities

Cash provided by financing activities for the years ended December 31, 2021 and 2020 was $47.6 million and $5.3 million, respectively. The increase was primarily attributable to the proceeds from term loans and related party convertible notes, respectively, partially offset by term loan repayments.

In 2022, we received proceeds from the Business Combination of approximately $105.8 million. A portion of those proceeds were used to settle debt obligations of $2.5 million and to pay various transaction and other expenses as described in Operating Activities above. Refer to Note 15 of the consolidated financial statements included elsewhere in this prospectus for additional information on the Business Combination.

Off-Balance Sheet Arrangements

any off-balance sheet

Regulation S-K, Item

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our most significant estimates and judgements involve valuation of our equity, including assumptions made in the fair value of stock-based compensation and warrants, and convertible debt, including assumptions made in the fair value of embedded derivative liabilities. Although we regularly assess these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe 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.

Our significant accounting policies are described in Note 2 of the consolidated financial statements included elsewhere in this prospectus. Our critical accounting policies are described below.

Stock-Based Compensation

Compensation—Stock Compensation

Our stock-based awards are subject to service and/or performance-based vesting conditions. We recognize compensation expenses for awards with only a service condition, over the explicit service period using the straight-line method. For awards subject to a service and performance condition, compensation cost is recognized over the longer of the explicit, implicit, or derived period using the accelerated attribution method for cost allocation, as long as the performance condition is probable of achievement. At each reporting period, we evaluate the probability that our performance-based stock options will be earned and adjust our previously recognized compensation expense as necessary. If the achievement of the respective performance condition is not probable or the respective performance goals are not met, we reverse our previously recognized compensation expense.

718-10,

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2018-07,

Improvements to Nonemployee Share-Based Payment Accounting

2018-07”).

Enterprise valuations

We are required to estimate the enterprise value underlying our equity-based awards when performing fair value calculations. Due to the prior absence of a market for our equity interests, our enterprise value was determined by management with the assistance of valuation specialists. Our management considers the following factors in the determination of our enterprise value:

• Material changes in milestones established by the entity

• Material changes in management’s forecast

• Material changes in strategic relationships with major suppliers or customers

• Material changes in enterprise cost structure and financial condition

• Material change in the state of the industry and economy

• Material changes in competence of management team

• Material changes in workforce and workforce skills

• Material changes in existing proprietary technology, products, or services

• Material third-party arm’s-length transactions in the entity’s equity

• Material changes in valuation assumptions used in the last valuation

In determining the March 2019 and March 2020 valuations, we used an option pricing model (“OPM”) using a market-based valuation approach to determine the common stock fair value, while incorporating a Back solve approach to the Series B Preferred Equity issuances that took place at an arms-length in March 2019 and March 2020.

PWERM

Valuation Date	CommonStockPerShareValue		ValuationModel		Enterprise Valueof Company(Private)		Enterprise Valueof Company(SPAC)		SPACLikelihood			EnterpriseValueof Company(WeightedAverage)
March 31, 2019	$	1.77		OPM		—		—		—		$	105,227,000
March 31, 2020	$	1.97		OPM		—		—		—		$	123,389,000
December 31, 2020	$	4.11		PWERM	$	128,300,000	$	809,322,034		10	%	$	196,402,203
February 14, 2021	$	16.53		PWERM	$	405,100,000	$	1,000,390,383		40	%	$	643,216,153
May 17, 2021	$	21.21		PWERM	$	498,000,000	$	951,000,000		65	%	$	792,450,000
September 7, 2021	$	25.77		PWERM	$	578,000,000	$	973,000,000		85	%	$	913,750,000
December 31, 2021	$	28.05		PWERM	$	586,000,000	$	970,000,000		95	%	$	950,800,000

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Based on the per share merger consideration to be paid by ENNV pursuant to the Merger Agreement, after accounting for the conversion exchange ratio that will be used in calculating the amount of such per share merger consideration, the implied fully diluted share price for our common stock immediately prior to Closing was $10.00 per share. The private company valuations of our board of directors differ from the public company valuation of us by ENNV and the PIPE Investors principally due to the private company discount for the lack of marketability and probability of various scenarios/liquidity events at various points in time.

Preferred Stock Subject to Possible Redemption

Distinguishing Liabilities from Equity

Warrants

Distinguishing Liabilities from Equity

Derivative Liabilities

Derivatives and Hedge Accounting

Recent Accounting Pronouncements and EGC status

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. We have elected to use this extended transition period under the JOBS Act until such time we are no longer considered to be an EGC. The adoption dates discussed below reflect this election. Accordingly, the information contained herein may be different than the information you receive from other public companies.

We also intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including,

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but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation.

Recently Issued Accounting Pronouncements

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BUSINESS

Throughout this section, unless otherwise noted, “we,” “us,” “Fast Radius” and the “Company” refer to d/b/a Fast Radius, Inc. and its consolidated subsidiaries.

Introduction

We are a Delaware corporation formerly known as ECP Environmental Growth Opportunities Corp., and as a result of the business combination with Fast Radius Operations, Inc. (formerly known as Fast Radius, Inc.) (“Legacy Fast Radius”) on February 4, 2022, we changed our name to Fast Radius, Inc. (which we refer to throughout this Annual Report as the “Business Combination”). The disclosure in Items 1 and 1A of this Annual Report gives effect to the Business Combination and includes the operations of Legacy Fast Radius prior to the Business Combination.

Our Mission

Our mission is to Make New Things Possible to advance the state of the world. We believe in the importance of manufacturing—not just for the things we make, but the things we make possible. We also believe that how the world currently makes and moves things is fundamentally broken and that traditional global supply chains are rigid, wasteful, and inaccessible. Our vision is to build a new infrastructure to design, make, and move physical products in the digital age.

Company Overview

Fast Radius is a leading cloud manufacturing and digital supply chain company. Founded in 2017, Fast Radius is headquartered in Chicago with offices in Atlanta, Louisville, and Singapore and microfactories in Chicago and at the United Parcel Service (“UPS”) Worldport facility in Louisville, Kentucky. Fast Radius has approximately ~~325~~240 full-time employees and works with companies across industries and throughout the product design and manufacturing lifecycle.

start-ups,

established

mid-size

companies, and larger firms, including over 45 of the Fortune 500.

We have built our Cloud Manufacturing Platform which includes both physical infrastructure—Fast Radius microfactories and third-party supplier factories—and a proprietary digital infrastructure software layer. Our Cloud Manufacturing Platform supports engineers, product developers, and supply chain professionals across what we consider the three critical stages of product design and manufacturing: Design, Make, and Move:

•

Design:

Via an online experience, the platform provides engineers with real-time design insights and feedback across a range of manufacturing technologies and materials to help engineers optimize designs, improve yields, and select the right approach to manufacture their parts. Engineers also have the ability to compare technologies and materials. This machine-learning powered tool leverages proprietary data captured during the production of parts in our microfactories.

•

Make:

When customers are ready to order parts, the platform provides a modern

front-end

•

Move:

The platform allows engineers to store part designs in our Virtual Warehouse and eliminate the need for expensive and wasteful physical storage.

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We believe our Cloud Manufacturing Platform ultimately enables a new infrastructure to make and move physical products—one that is more flexible, sustainable, and accessible than current global supply chains.

We offer a wide range of manufacturing technologies including additive manufacturing (often referred to as 3D Printing), Computer Numerically Controlled (“CNC”) machining, injection molding, sheet metal, urethane casting, and other manufacturing methods. We offer these manufacturing capabilities through our own microfactories as well as a network of curated third-party suppliers.

We have four microfactories leveraging the following manufacturing technologies: (1) CNC machining, (2) Carbon DLS, (3) HP

Multi-Jet

We have grown our revenue at a compound annual growth rate (“CAGR”) of approximately 60% from 2017 through 2021. Since 2017, we have served more than 2,900 customers, produced over 15 million parts, and our Cloud Manufacturing Platform has evaluated over 155,000 unique designs. This growth has been driven by both an increase in revenue of existing customers and the

on-boarding

of new customers to our platform. Our Net Promoter Score (“NPS”) as of April 2022 was 82,

which exceeds the industry average NPS of 51% for manufacturing companies and is reflective of our commitment to providing a best-in-class customer service experience.

1	Our Net Promoter Score is a three-month rolling average of our NPS score derived through regular online surveys we send to customers after parts have been shipped to and/or received by the customer.

NPS is a score that measures the likelihood of users to recommend a company’s products or services to others, and ranges from a low of negative 100 to high of positive 100, and benchmark scores can vary significantly by industry. A score greater than zero represents a company having more promoters than detractors. Industry average NPS is based on survey data from Clearly Rated:

https://www.clearlyrated.com/solutions/2021-nps-benchmarks-for-b2b-service-industries/.

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Risk Factors—Risks Related to Our Operating History

” for more information.

We are led by

Co-Founder

Industry Background

According to management estimates and third-party reports, we estimate that our total addressable market (“TAM”) is over $350 billion globally. This TAM includes the manufacturing of custom parts in volumes less than 100,000 units across the following manufacturing methods: CNC machining, injection molding, sheet metal, and additive manufacturing. We believe that our emphasis on production volumes (as opposed to prototypes) allows us to serve customers up to the 100,000 unit volume threshold and, in turn, allows us to address the full $350 billion market.

The custom parts manufacturing market is experiencing a wide range of disruptive innovations broadly characterized as “Industry 4.0.” This includes new technologies across nearly every stage of the product development and manufacturing value chain, many of which are directly incorporated into the Fast Radius Cloud Manufacturing Platform as highlighted below:

In addition to these Industry 4.0 innovations, we are seeing other trends in our industry which we believe will be supportive to our industry and business model, including:

•

Expertise gap in Industry 4.0:

These Industry 4.0 technologies and innovations are here, but we see a skill gap to embrace these new tools. Engineers and companies need support to fully capitalize on the potential of these new tools.

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•

Consumerization of B2B:

Professionals are demanding a modern, digital-first customer experience when interacting with their vendors, just as they experience in their consumer lives.

On-demand

fulfillment is now expected by customers and new, digital-driven ways of working have been accelerated by the

COVID-19

pandemic.

•

More agile and sustainable supply chains:

Customers and countries are demanding more resilient and sustainable supply chains, including more distributed, localized production to mitigate risk and drive more localized sourcing.

Our Market Opportunity

Today’s infrastructure to make and move physical products is rigid, wasteful, and inaccessible. Parts are often produced in centralized mega-factories, shipped in slow-moving, carbon-intensive supply chains, and stored in massive warehouses where trillions of dollars of inventory are tied up. At the other end of the spectrum are the

sub-scale

manufacturers.

These

sub-scale

manufacturers are highly fragmented; for example, based on data from the U.S. Census Bureau, approximately 90% of the machining in the U.S. is done by

sub-scale

firms with less than 500 employees and approximately 68% is done by firms with less than 100 employees.

While these manufacturers have played an important role in the manufacturing economy of the past generation, we believe that many of these companies may not have the expertise or investment capital to deliver a modern, software-driven customer experience, to invest in next-generation factory infrastructure embracing Industry 4.0, or to allocate meaningful resources to new customer acquisition.

Fast Radius’ Solution—Cloud Manufacturing Platform

Fast Radius is displacing this rigid, wasteful, and outdated infrastructure with a new approach—our Cloud Manufacturing Platform—which is a more flexible, sustainable, and accessible infrastructure to design, make and move physical products:

•

Instead of centralized mega-factories, Fast Radius will be building localized microfactories, enabling a more distributed manufacturing footprint which allows for products be produced closer to the point of consumption.

•

Instead of slow-moving, carbon intensive supply chains, Fast Radius will allow customers to move parts “at the speed of light” by shipping digital part files across the internet and producing them in a local micro-factory.

•

Instead of physical inventory, the Fast Radius Virtual Warehouse enables a new paradigm of digital inventory where part designs and manufacturing instructions are stored in the Virtual Warehouse and will be produced

on-demand

when and where they are needed.

•

Instead of

sub-scale

operators struggling to embrace Industry 4.0 innovations, the Fast Radius Cloud Manufacturing Platform embraces the new tools of Industry 4.0 to enable a modern, software-driven

end-to-end

customer experience that is accessible to anyone with a browser.

Census Bureau, 2017 Statistics of U.S. Businesses Annual Data Tables by Establishment Industry: https://www.census.gov/data/tables/2017/econ/susb/2017-susb-annual.html; U.S. Census Bureau, 2017 County Business Patterns and Economic Census: https://www2.census.gov/programs-surveys/susb/tables/2017/us_state_naics_detailedsizes_2017.xlsx.

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The Fast Radius Cloud Manufacturing Platform consists of the physical and digital infrastructure that ultimately enables this new, more flexible, sustainable, and accessible way to make and move products around the world. Specifically, our Cloud Manufacturing Platform consists of the following layers:

•

Infrastructure:

This includes the physical factories—both our own microfactories and our network of third-party factories—which are used to manufacture parts and gather proprietary manufacturing data throughout the process.

•

Digital Thread and Learning Engine:

Our digital thread is the “DNA” of how every part is manufactured. This includes not just the CAD file, but also all the manufacturing instructions and data from when the part is made and fulfilled. Within this layer, we also have a learning engine which utilizes machine learning to allow us to get smarter with every part we make. The learning engine provides real-time insights on costs, manufacturability, anticipated yield, and other manufacturing feedback.

•

Operating System:

Our operating system powers the

end-to-end

customer experience. It includes orchestration across sales, marketing, customer, factory operations, and fulfillment. This operating system is designed to host applications and services—both Fast Radius-developed applications and, over time, applications developed by third parties.

•

Applications

& Services:

This is the customer-facing layer which includes the applications and services which we provide to our customers. Currently we have three applications running on our Cloud Manufacturing Platform: (1) Fast Radius

On-Demand,

(2) Fast Radius Additive Launch, and (3) Fast Radius Virtual Warehouse.

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We also have a roadmap of additional applications and services that we plan to build on our Cloud Manufacturing Platform, including applications and services which will be developed by third-party developers and hosted on our platform. A description of the current applications on the platform are as follows:

•

Fast Radius

On-Demand:

Our customers use this offering to compare manufacturing technologies and material types and then ultimately process an order for

on-demand

parts. The

On-Demand

application is built for production, not just prototyping, allowing customers to scale to high-volume production on the platform.

•

Fast Radius Additive Launch:

This application is designed for customers who are seeking to utilize additive manufacturing in production applications (as opposed to just prototyping). These customers leverage the Fast Radius Additive Launch application to gain design insights for various additive manufacturing techniques, with a goal to launch a new product with additive manufacturing.

•

Fast Radius Virtual Warehouse:

Instead of storing parts physically in a warehouse, this application allows our customers to store their part designs and manufacturing instructions digitally in the Fast Radius Cloud Manufacturing Platform and produce them when and where they are needed, driving material savings and waste reduction by eliminating the need for physical inventory.

Customer Examples

We work with customers across industries, including industries that have exceptional requirements for quality, such as aerospace, automotive, and medical devices. Below are customer case studies that provide more context on how customers engage with the various application and service offerings of the Cloud Manufacturing Platform.

Fast Radius

On-Demand

An example customer for our

On-Demand

offering is Curtiss Motorcycle (“Curtiss”). Curtiss is developing a new electric motorcycle and originally came to Fast Radius looking for prototype parts for their new bike. When they realized that the Fast Radius

On-Demand

offering allowed them to ramp to volume production, they expanded

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well beyond prototyping and are using Fast Radius to manufacture their electric motorcycle leveraging 8 different manufacturing technologies across over 100 parts.

The

On-Demand

application allows Curtiss and other customers to compare materials and manufacturing types, process orders, and gain visibility into the status of production.

As we see with many of our customers, once Curtiss understood the benefits of the Fast Radius Cloud Manufacturing Platform, they expanded their relationship with Fast Radius. Curtiss expanded from the first part to now over 119 parts across two bike models.

Fast Radius Additive Launch

Fast Radius is a world-recognized leader in production-grade additive manufacturing (also referred to as 3D printing), having earned the distinction from the World Economic Forum as having one of the nine most advanced factories in the world. Given this, customers often come to us looking for support in launching new products and applications uniquely enabled by additive manufacturing.

The Fast Radius Additive Launch service includes a combination of software tools and technical expertise to support customers through the lifecycle—from determining the right manufacturing technology, material type, and part design all the way through to volume production and product launch.

One customer example is Aptiv, a leading

tier-1

automotive supplier. Aptiv came to Fast Radius because they understood the cost and flexibility benefits of additive manufacturing and were looking for a partner to help launch new products to embrace these benefits. The Fast Radius Additive Launch application allowed Aptiv to gain design feedback from our software, engage with technical expertise to iterate on product designs, and ultimately to leverage a world-class additive manufacturing production capability.

Aptiv now relies on Fast Radius for numerous production parts which are being used in vehicles on the road today. Aptiv continues to expand their relationship with Fast Radius, adding more parts to the Platform and further strengthening the long-term partnership with Fast Radius.

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Fast Radius Virtual Warehouse

One of the benefits of the Fast Radius Cloud Manufacturing Platform is the ability to store part designs and manufacturing instructions virtually. This is more than just the CAD file. Fast Radius has architected a proprietary “build package,” which codifies all the manufacturing instructions, historical manufacturing data, and knowledge about part-specific variability. This “build package” allows Fast Radius to produce parts consistently across multiple locations, allowing customers to store their parts digitally. Customers then have the confidence that when they need to replenish their parts, they can do so knowing that the part will have consistent quality over time and future microfactory locations. We call this application our Virtual Warehouse.

One example of a customer leveraging our Virtual Warehouse is Satair, a subsidiary of Airbus. Satair was looking for a supply chain solution to manage their key parts for airplane maintenance. The Fast Radius Virtual Warehouse allows Satair/Airbus to obtain airplane repair parts when and where they need them with much faster turnaround times than their prior approach. Fast Radius currently hosts dozens of parts for Satair/Airbus in the Virtual Warehouse and this library of parts for Satair/Airbus continues to expand as Fast Radius and Satair/Airbus evaluate additional parts which would be benefit for the Virtual Warehouse.

Our Growth Strategy

Over the last several years, we have developed a model to drive meaningful growth across commercial and operational infrastructure. Our long-term growth strategy includes the following elements:

•

Existing customer expansion

•

New customer acquisition

•

Manufacturing capability expansion

•

Geographic expansion

•

Continued development of our apps and services ecosystem

•

Opportunistic acquisitions to accelerate capability and geographic expansion

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Existing Customer Expansion

We have experienced a significant “flywheel” of growth across many of our customers. Once we become a trusted supplier for a customer, we often see an expansion in both the number of unique parts we are producing for that customer and an expansion in the number of engineers or pods of engineers that we are working with at a customer. Examples of this “flywheel” include what we’ve experienced with Curtiss, Aptiv, and Satair/Airbus as described above.

We are investing heavily in customer expansion with Fast Radius Account Executives who are tasked with expanding the size of our existing customers. We are also investing in various digital marketing tactics to target individuals at existing customers to raise awareness of our capabilities and existing relationship with an incumbent customer.

In addition, customers often look to us as they ramp up from prototyping and initial production to volume production in the tens of thousands of units. We believe our focus on production-grade quality will allow us to continue this expansion and increase revenue within our existing customers.

New Customer Acquisition

We have three primary customer acquisition channels:

•

Digital Marketing.

We have built a modern digital marketing technology stack which allows us to efficiently target late-funnel, high value prospects through various digital channels and

on-board

them to our Cloud Manufacturing Platform.

•

Inside Sales.

Our inside sales channel is similarly scalable with a technology-based platform which allows us to train, manage and coach our inside sales professionals to improve their prospecting and yield.

•

Business Development.

We have many customers who individually represent an addressable market measured in the hundreds of millions of dollars or more. For these customers, we are investing in a higher-touch business development motion, often dedicating a meaningful portion of an engineer and sales professional’s time to onboard and expand these customers within our Cloud Manufacturing Platform.

In each of these channels, we have demonstrated an ability to acquire new customers in a cost-efficient, scalable way. Moreover, when we acquire a new customer, our “flywheel” of growth expands to these new customers as well.

Manufacturing Capability Expansion

We have four microfactories leveraging the following manufacturing technologies: CNC machining, Carbon DLS, HP

Multi-Jet

Fusion, and Stratasys FDM. We plan to continue expanding the breadth of our microfactories in the coming years across a wide range of manufacturing technologies. In December 2021, we also launched a new solution that allows customers to partner with us to design and stand up customized advanced microfactories, which are owned and operated by Fast Radius but tailored to a customer’s production needs and manufacturing methods.

Our microfactories are designed to be “copy and pasted” for scale, with each element of the physical and digital workflow operating the same way across locations. This allows us to both control the quality of production regardless of the location of the microfactory and facilitates our ability to scale our microfactory footprint quickly and cost-efficiently.

As we expand our microfactory footprint, our network of distributed microfactories will enable a new level of supply chain resiliency. Because each microfactory is a “copy”, our customers will have the confidence that regardless which microfactory (or continent) a part is produced in, the part will have the same quality and consistency. This will enable entirely new supply chain models in which parts are produced closest to where they are needed, reducing waste throughout the supply chain.

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In addition to the expansion of our microfactories, we will continue to expand our relationships with third-party suppliers. This includes

on-boarding

new partners with additional capabilities and geographic coverage. We will also continue deepening the partnerships with existing suppliers to include further software-driven integration with the Cloud Manufacturing Platform, including software tools to support production scheduling, manufacturing, quality, and fulfillment.

Geographic expansion

In the coming years, we plan to expand our microfactory model across multiple geographies around the world. We believe our geographic expansion strategy will allow us to both serve our existing customers more broadly, while also expanding our potential customer base within these new geographies.

We have a partnership with UPS, which includes a commitment to provide UPS a “right of first offer” on supporting the expansion of new facilities. This commitment does not limit Fast Radius’s ability to select the location that is right for us, but it does provide a helpful partner as we evaluate specific locations for our global expansion. We see many benefits of locating these facilities strategically adjacent to UPS hubs and other strategic partners as it allows us to provide more efficient supply chain solutions to our customers.

Applications and Services Expansion

Our Cloud Manufacturing Platform is designed to host a range of software applications and services developed by both Fast Radius and by third-party developers. Going forward we believe this evolving ecosystem of applications and services will drive additional production revenue from our customers by increasing the utility and stickiness of the platform.

Our software roadmap also calls for applications and services which will drive direct software revenue. To date we are providing all of our applications and services without any direct cost to our customers. We believe this approach facilitates production revenue and reduces friction to bring new customers on to the Cloud Manufacturing Platform. However, over time, we plan to charge directly for various premium applications and services, which will drive incremental revenue above and beyond the parts production revenue.

Opportunistic Acquisitions

We believe our organic growth plan is economically and operationally attractive. We also believe there will be accretive acquisition opportunities to accelerate software development, manufacturing capabilities, and geographic expansion. In evaluating any potential acquisitions, we will understand the costs of organically building a capability or geographic presence and weigh this cost with the cost of an acquisition. If we believe an acquisition is the most attractive path to increase enterprise value, we expect to pursue these acquisitions.

Our Competitive Strengths

The Fast Radius Cloud Manufacturing Platform is a fully-integrated physical and digital infrastructure that creates tangible benefits for companies bringing physical products to the world. This infrastructure also creates a more sustainable way to make and move products around the world—ultimately making Fast Radius’ offerings attractive to customers who value more sustainable solutions.

As the Fast Radius Cloud Manufacturing Platform scales, we are also creating a compelling competitive moat. The execution of this plan is being led by a world-class management team with deep experience building high-growth technology-based businesses.

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Benefits

Benefits of our platform include:

•

Access.

Our cloud gives anyone access to manufacturing services across the product lifecycle that can be accessed wherever and whenever a customer needs them.

•

Speed.

The Cloud Manufacturing Platform enables innovation and production in manufacturing to be much faster. With access to new technologies like industrial-grade additive manufacturing, and simplified supply chains, customers can get their parts in days instead of months.

•

Elasticity.

With our platform, customers use only the resources they need and can

scale-up

with their demand. The platform can produce a few parts or a few thousand parts, with carbon-friendly digital warehouses, rather than wasteful physical storage, and

on-demand

human expertise when customers need it, rather than constant hiring.

•

Knowledge.

The data collected through our microfactories and supplier network feeds our learning engine on top of which all of our apps and services are built. Our software is making this knowledge universally available.

•

Global Reach.

With a combination of our growing network of internal microfactories and our extensive international supplier network, parts can be produced and shipped where customers need them when they need them.

•

Cost Advantage.

Our Cloud Manufacturing Platform, capital expenses (factory equipment, physical storage, maintenance) are traded for variable expenses (production and virtual warehousing) when customers need them. We bring advanced manufacturing technologies many companies could not afford to invest in alone.

Sustainability

The Fast Radius Cloud Manufacturing Platform provides for a fundamentally more sustainable way to make and move parts around the world. Drivers of a more sustainable supply chain include:

•

Reduced Transportation Emissions.

Local

on-demand

microfactory model enables

on-shore

production, cutting off significant amounts of transportation emissions.

•

Reduced Energy Consumption.

Bundling together digital warehousing and local

on-demand

part production enables reduction in inventory and cuts the emissions generated by the warehousing.

•

Reduced Material Waste.

Additive manufacturing enables optimized part design, reducing consumption of production materials.

Making, storing, and moving parts through the Cloud Manufacturing Platform reduces emissions from transportation, reduces waste from storage and obsolete inventory, all while empowering engineers to make smarter design choices from the start.

Competitive Moat

We believe we are building a sustainable competitive moat with the following key attributes:

•

Proprietary technology.

Proprietary Cloud Manufacturing Platform protected by patent filings, trade secrets and application-specific expertise.

•

Operations advantage.

Microfactory orchestration and

end-to-end

technology platform delivers consistent and positive customer experience.

•

Systems integration and scale advantage.

Hard to replicate integrated system, with a world-recognized factory combined with a network, proprietary operating system, and applications platform.

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•

Network effects.

Application, user, data, and network flywheels: more users, more parts, more insights, more team members, better production.

•

High switching costs.

Customers invest fixed costs to certify Fast Radius for production and Fast Radius owns the manufacturing process data.

Customers

Since 2017, we have served more than 2,~~000~~900 customers, produced over 1215 million parts, and our Cloud Manufacturing Platform has evaluated over 85155,000 unique designs. Our customers are companies that make physical products and need custom manufactured components. We serve customers across industries, including in the automotive, aerospace, medical device, industrial, and consumer verticals. Approximately 95% of our revenue in 2021 came from customers in the Americas. For the year ended December 31, 2021, no individual customer comprised more than 10% of our revenue.

For many of our customers, we are a certified production supplier. This typically means that the customer has conducted

on-site

audits of our factories, assessed our quality management system, and verified our certification statuses. For these customers, we are producing both prototypes and parts that are used in

end-use,

final production products. We serve customers of all sizes, including early-stage

start-ups,

established

mid-size

companies, and larger firms, including over 45 of the Fortune 500.

We provide our customers with parts produced across manufacturing technologies, including CNC machining, injection molding, additive manufacturing, and other manufacturing techniques. The majority of our order volume is with customers who ordered parts from us across more than one manufacturing technology. In the future, Fast Radius also expects to earn revenue directly from software in addition to custom manufactured components.

Research and Development

The manufacturing market is undergoing rapid technological advancements across software, automation, and manufacturing technologies. We ~~invest~~have invested significant resources into ongoing research and development programs because we believe that our ability to maintain and extend our market position depends in part on ~~technologies~~

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technologies that offer unique benefits to our customers and differentiation versus our competitors. Our research and development team is responsible for the development of new products and product improvements as well as the development of new technologies that enable those products with scalable automation and differentiated product features. Our research and development team has talented individuals with engineers, scientists, and technicians with expertise in software systems and architecture, data science and engineering, product design, mechanical engineering, and manufacturing engineering. Our team has deep experience in these disciplines and experience working in respected organizations that focus on these technologies across our key industry verticals.

Our primary areas of focus in research and development include, but are not limited to:

•

Software applications that provide our customers with a modern software experience and the ability to access our cloud manufacturing infrastructure;

•

Data science and engineering that gathers data across our operations and connects our factories and supply chain in order to drive highly informed data driven decisions and operations;

•

Data analysis and machine learning technologies that analyze manufacturing data and information to optimize our factory operations and provide customers with insights and expertise;

•

Factory technologies including factory software and automation, metrology and quality systems, and computer vision;

•

Digital design, including software tools that streamline and optimize design of mechanical components; and

•

Integration with other third-party software and computing infrastructure which can further expand the capabilities of the cloud platform (for example, connectivity with data science and engineering software tools).

Intellectual Property

We will continue to invest in and protect our intellectual property rights, both in the United States and abroad, through a combination of patent, trademark, copyright, and trade secret laws, as well as nondisclosure and invention assignment agreements with our consultants and employees and through

non-disclosure

agreements with our vendors and business partners. Unpatented research, development,

know-how

and engineering skills make an important contribution to our business, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding intellectual property.

As of June 30, 2022, we have filed four

non-provisional

patent applications in the United States, and we have licensed one

non-provisional

patent application in the United States. We also have numerous trademarks registered in the United States and other countries. Fast Radius’s patent applications are directed toward, among other inventions, cloud manufacturing software, online user experiences and tools for cloud manufacturing, and digital factory operations.

Human Capital Management

Our employees are our most important assets and set the foundation for our ability to achieve our strategic objectives. They contribute to our success and, in particular, the employees in our manufacturing, sales, research and development and quality assurance departments are instrumental in driving operational execution and financial performance, advancing innovation and maintaining a strong quality and compliance program. AsWe ofhave ~~December 31, 2021, we had~~ approximately ~~325~~240 full-time employees, primarily based in the greater Chicago, Illinois area~~, an increase of close to 200% compared to December 31, 2020 based on the growth in our business~~. We also engage numerous consultants and contractors to supplement our permanent workforce. A majority of our employees are engaged in engineering, research and development, sales, operations, and related functions. To date, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. None of our employees are subject to a collective bargaining agreement or represented by a labor union. We are committed to building a diverse, equitable, and inclusive workplace across all roles.

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The success and growth of our business depends in large part on our ability to attract, retain and develop a diverse population of talented and high-performing employees at all levels of our organization, including the individuals who comprise our workforce as well as executive officers and other key personnel. To succeed in a competitive labor market, we have developed recruitment and retention strategies, objectives and measures that we focus on as part of the overall management of our business. These strategies, objectives and measures form our human capital management framework and are advanced through the following:

•

Competitive Pay and Benefits

. Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.

•

Health and Safety

. Health and safety are firmly rooted across our business. In response to the

COVID-19

pandemic and related mitigation measures, we implemented changes in our business in 2020 in an effort to better protect our employees and customers, and to support appropriate health and safety protocols. For example, we implemented extensive cleaning and sanitation processes for both production and office administration spaces and implemented broad work-from-home initiatives for employees in our administrative functions. While our essential workers (manufacturing employees) have continued to work at our facilities and provide services to our customers, most employees in our administrative functions have effectively worked remotely since March 2020. We continually evaluate our COVID-19 safety protocols and will adjust our remote work and other policies over time.

•

Recruitment, Training and Development

. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions. We prioritize and invest in creating opportunities to help employees grow and build their careers, through a multitude of training and development programs. These include online,

instructor-led

and

on-the-job

learning formats.

Facilities

~~mid-~~Our corporate headquarters is located in an approximately 17,500 square foot facility that we lease in Chicago, Illinois. Our lease for this facility expires in August 2022, but we plan to extend the term. We also lease additional facilities in Illinois, Kentucky, Georgia, and Singapore which are summarized below. In November 2021, we entered into a new agreement for Sales & Operations in Chicago. We have an option to renew our lease with UPS at their Worldport facility in Louisville, Kentucky for 12 months in December 2022. We believe that our facilities are adequate for our needs through at least 2022. As part of our recent restructuring activities, in July 2022 we provided notice of our intent to terminate the lease for our facility in Chicago for 30,000 square feet. This lease will terminate at the end of August 2022.

Location	~Size(sq. ft.)	Lease Expiration	Purpose
Chicago, IL (Main)	17,500	~~Month-to-Month~~August 2022	Headquarters, Innovation Center, and Microfactories
Chicago, IL	50,000	February 2026	Microfactories
Chicago, IL	30,000	August ~~2023~~2022	Sales & Operations
Louisville, KY	3,000	December 2022	Microfactory located on UPS’s Worldport facility
Atlanta, GA	2,000	February 2023	Sales & Operations
Singapore	500	May 2022	Operations

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Government Regulations

We are subject to various laws, regulations and permitting requirements of federal, state and local authorities, including related to environmental, health and safety, anti-corruption and export controls. We believe that we are in material compliance with all such laws, regulations and permitting requirements.

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Environmental Matters

We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities. These laws and regulations govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees. We are required to obtain environmental permits from governmental authorities for certain operations.

The export of our products internationally from our production facilities subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardous substances such as TSCA and REACH. These laws and regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products.

See “

Risk Factors—We are subject to environmental, health and safety laws and regulations related to our operations, which could subject us to compliance costs and/or potential liability

” for additional information about the environmental, health and safety laws and regulations that apply to our business.

Export and Trade Matters

We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, as well as the laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea, Russia and the Crimea Region of Ukraine. In addition, our products are subject to export regulations that can involve significant compliance time and may add additional overhead cost to our products. In recent years the United States government has a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future products may be subject to these heightened regulations, which could increase our compliance costs.

See “

Risk Factors—Failure of our global operations to comply with anti-corruption laws and various trade restrictions, such as sanctions and export controls, could have an adverse effect on our business

” for additional information about the export and trade laws and regulations that apply to our business.

In October 2021, based on an internal review, we became aware of certain additional customs duties likely owed to U.S. Customs and Border Protection (“CBP”). We initiated a voluntary prior 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 our disclosure, we conducted a comprehensive review of our import practices and in March 2022 made

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a further submission to CBP providing details regarding the possible errors. Based on currently known information, we recognized a $1.0 million charge within “Cost of revenues” in our Consolidated Statement of Operations for the year ended December 31, 2021. The information we submitted will be reviewed by CBP and we may be liable to CBP for additional unpaid duties and interest. The resolution of this prior disclosure could be material to our cash flows in a future period and to our results of operations for any period. See “

Risk

Factors—Our existing and planned global operations subject

us to a variety of risks and uncertainties that could adversely

affect our business and operating results. Our business is subject to risks associated with selling custom parts and other products in

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non-United

States locations

” for additional information about the import duties and regulations imposed by CBP that apply to our business.

Competition

Our primary competitors are the fragmented,

sub-scale

manufacturing firms which serve the majority of our market today. For example, based on data from the U.S. Census Bureau, approximately 90% of machining in the U.S. is done by

sub-scale

firms with less than 500 employees and 68% is done by firms with less than 100 employees. These competitors often do not have the scale or expertise to provide the modern, digital

end-to-end

experience the Fast Radius Cloud Manufacturing Platform provides.

Other companies are also bringing new business models to this fragmented industry, including digital brokerage platforms,

on-demand

and additive manufacturing providers, and large-scale contract manufacturers.

We believe that our cloud manufacturing technology offers customer benefits that are highly desired by the market and not available from alternative solutions. We are well-positioned to compete in our industry based on the following competitive strengths:

•

Our platform was designed from the beginning to support production at scale up to 100,000 units. We also serve companies in the prototyping and

end-of-life

transition stages where the volumes are lower, given the elastic nature of our platform. This production focus is backed by a quality management system that has been certified to produce parts at production volumes for leading manufacturers across industries including automotive, aerospace, and medical devices. We believe this volume production and industrial-quality focus will allow us to capture a much larger portion of the addressable market than many other competitive solutions optimized for lower volumes and prototype-grade quality.

•

Our Cloud Manufacturing Platform is designed for applications and services to be built on top of it. Some competitors offer

on-demand

manufacturing, but our platform offers a growing suite of applications, including Fast Radius

On-Demand,

Fast Radius Additive Launch, and Fast Radius Virtual Warehouse. We and third-party developers plan to continue expanding this library of software applications and manufacturing services, creating a unique ecosystem built on a foundation of proprietary data.

•

Our Cloud Manufacturing Platform includes applications that leverage data collected from our factories. These applications provide users with feedback and information about how to design their parts and configure their orders for best results and lowest cost. We believe most competitors cannot capture the same level of data fidelity since they do not manufacture the parts themselves (e.g., digital brokerages) or they do not have the Industry 4.0 factory infrastructure (e.g.

sub-scale,

fragmented machine shops).

•

Our Cloud Manufacturing Platform provides an

end-to-end

manufacturing service solution, with user applications and services, digital and physical infrastructure, a learning engine powered by data aggregated from user orders and manufacturing operations, and an operating system that links the components and orchestrates the platform.

•

The Fast Radius platform covers the entire product lifecycle, allowing users to monitor where these parts are during production and fulfillment.

•

We operate our factories using our own manufacturing execution software, which allows us to monitor and control factory operations in real time.

•98 We have a quality system for internal production that is very capable and that can satisfy customer requirements across multiple industries. The quality system for our suppliers is rigorous and scalable.

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•

We have a quality system for internal production that is very capable and that can satisfy customer requirements across multiple industries. The quality system for our suppliers is rigorous and scalable.

Market Landscape

The term Cloud Manufacturing draws its name from cloud computing, and there are many similarities between the two. Both employ internet-connected facilities where users access shared physical resources; both use software to orchestrate operations between systems and information; and both allows users to build applications without having to invest in complex infrastructure. The chart below draws a direct comparison to the components of each concept.

With this framing in mind, Fast Radius is positioned at a unique intersection of next-generation infrastructure, software, and Industry 4.0 innovations around advanced manufacturing.

Legal Proceedings

We may be subject from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties,

non-monetary

sanctions or relief. We intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

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MANAGEMENT

Executive Officers and Directors

Our current directors and executive officers of the date of this prospectus are as follows:

Name	Age*		Position
Executive Officers
Lou Rassey		48	Chief Executive Officer, Chairperson & Director
Prithvi Gandhi		52	Chief Financial Officer
Pat McCusker		45	President, Interim Chief Financial Officer
Pat McCusker		44	Chief Operating Officer
John Nanry		37	Chief Operating Officer
Non-Employee Directors
Matthew Flanigan(1)(3)		60	Director
Steven Koch(1)		66	Director
Matthew Maloney(2)(3)		46	Director
Tyler Reeder		48	Director
Nick Solaro(2)		4041	Director
Betsy Ziegler(1)(2)(3)		5051	Director

* As of ~~March~~August 3123, 2022.

(1)	Member of the Audit Committee

(2)	Member of the Compensation Committee

(3)	Member of the Nominating and Corporate Governance Committee

Executive Officers

Lou Rassey

Mr. Rassey has served as Chief Executive Officer of the Company since February 2022 and as Chief Executive Officer and

co-founder

of Legacy Fast Radius since 2017. He became a director and executive officer of Fast Radius upon the closing of the Business Combination and was appointed Chairperson of our board of directors in March 2022. Mr. Rassey has a

20-plus-year

career driving innovation in the manufacturing sector and is a recognized leader on matters related to manufacturing, industrial innovation and competitiveness. Prior to

co-founding

Fast Radius, Mr. Rassey was a Partner at McKinsey & Company from 2003 to 2015 where he

co-led

the firm’s global research and advisory efforts on the “Future of Manufacturing.” Mr. Rassey has helped Fortune 100 executives,

start-ups

and government leaders in developing and executing strategies to compete in the digital industrial age. He also founded in 2016 and is a managing member at Two Roads Group, LLC, an industrial-tech-focused advisory and investment firm, and spent the first chapter of his career in engineering and manufacturing in the auto industry. Mr. Rassey has an MBA and MS in Mechanical Engineering from MIT where he was an LFM Fellow, a MS from the University of Michigan-Dearborn, and BS from the University of Notre Dame.

Prithvi (Prith) Gandhi

Pat McCusker

has served as President, Interim Chief Financial Officer of the Company since June 30, 2022. He previously served as Chief Operating Officer of the Company since February 2022 and as Chief Operating Officer and

co-founder

of Legacy Fast Radius since 2017. He also served as interim Chief Financial Officer from 2017 until August 2021. Prior to Fast Radius, Mr. McCusker was President, North America at InnerWorkings (NASDAQ: INWK), a technology-enabled marketing services firm, from 2011 to November 2016. Prior to InnerWorkings, Mr. McCusker was an Associate Partner with McKinsey & Company, where he served technology clients across a wide range of functions. Before McKinsey, he held cross-functional leadership roles at multiple early-stage growth companies, including

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co-founding

a technology business which was acquired by a Fortune 500 retailer. Mr. McCusker holds an MBA from the University of Chicago and a BA from the University of Notre Dame.

John Nanry

has served as the Chief Operating Officer of the Company since June 30, 2022. He previously served as Chief Manufacturing Officer and Chief People Officer of the Company since February and April 2022,

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respectively, and Chief Manufacturing Officer and co-founder of Legacy Fast Radius, having led multiple functions since 2017. Prior to joining Fast Radius, Mr. Nanry was a management consultant at McKinsey & Company from 2009 to 2017, where he focused his work on improving manufacturing client performance via architecting large-scale transformations, deploying technology, and other strategic initiatives. Mr. Nanry holds degrees from the University of Michigan and the Kellogg School of Management at Northwestern University.

Non-Employee

Directors

Matthew Flanigan

has become a director of Fast Radius upon the closing of the Business Combination. Mr. Flanigan retired in May 2019 from his role as Executive Vice President & Chief Financial Officer of Leggett & Platt, Incorporated (NYSE: LEG) (“Leggett”), a leading manufacturer of engineered components, where he also served on the Board of Directors for nine years. Mr. Flanigan served as Chief Financial Officer of Leggett from 2003 to May 2019. He previously served Leggett as Executive Vice President from 2013 to 2019, Senior Vice President from 2003 to 2005, Vice President and President of the Office Furniture Components Group from 1999 to 2003, and in various capacities since 1997. Prior to joining Leggett in 1997, Mr. Flanigan was employed in the banking industry for 13 years, the last ten of which as First Vice President and Manager for Société Générale S.A. in Dallas. Mr. Flanigan currently serves as a director of Performance Food Group Company (NYSE: PFGC), one of the nation’s largest food distribution businesses and as the lead director of Jack Henry & Associates, Inc. (NASDAQ: JKHY), a SaaS, cloud-based solutions provider primarily for the financial services industry. Mr. Flanigan holds a degree in finance and business administration from the University of Missouri.

Steven Koch

has become a director of Fast Radius upon the closing of the Business Combination. Mr. Koch is the Managing Director of Bowline Group and a Managing Partner of the mHUB Product Impact Fund I, positions he has held since 2018 and 2020, respectively. Previously, he served as the

Co-Executive

Chairman and interim Chief Executive Officer of Motivate, a leading bike share company in North America, from January 2018 to November 2018, at which point Lyft acquired Motivate. From September 2012 to August 2017, he served as the Deputy Mayor of Chicago. Previously, Mr. Koch spent 27 years at Credit Suisse serving in various capacities, including

co-chairman

of the global mergers and acquisitions business. Mr. Koch currently sits on the boards of the Chicago Community Trust, mHUB, the Greater Chicago Food Depository, Navy Pier Inc., The Chicago Council on Global Affairs, Naturally Chicago, The Southland Development Authority, The James Beard Foundation and the visiting committee of the University of Chicago Law School. He helped develop and teaches in the Directors’ Consortium, a training seminar for directors of public companies, sponsored by the University of Chicago and Stanford University. Mr. Koch received his BA from Hampshire College, his MBA from the University of Chicago Booth School of Business and his JD, cum laude, from the University of Chicago Law School.

Matthew Malone

has become a director of Fast Radius upon the closing of the Business Combination. Mr. Maloney served as Chief Executive Officer and director of GrubHub Inc. (NASDAQ: GRUB) (“GrubHub”) from August 2013 to December 2021, and as GrubHub’s President from August 2015 to January 2018. Prior to August 2013, Mr. Maloney served as CEO and a member of the board of directors of GrubHub Holdings, a company he

co-founded

in 2004. Mr. Maloney led GrubHub Holdings through five rounds of investment funding, the acquisition of DotMenu, its merger with Seamless Holdings Corporations in April 2013, and GrubHub’s initial public offering in April 2014. Mr. Maloney currently serves as an advisory board member for The University of Chicago Booth School of Business Polsky Center for Entrepreneurship. He is a member of ChicagoNEXT, an organization dedicated to driving growth and opportunity in the Chicago business community. Mr. Maloney holds a B.A. from Michigan State University and an MBA and MSCS from the University of Chicago.

Tyler Reeder

served as the Company’s President, Chief Executive Officer and as a member of the Company’s board since 2020 and upon the closing of the Business Combination, Mr. Reeder transitioned to be a director on our board of directors. Mr. Reeder is a Managing Partner of ECP and serves on ECP’s Partnership Committee,

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Investment Committee, Strategy Committee, Operating Committee, ESG Committee and Valuation Committee. Mr. Reeder participates in overall investment management, strategic planning and operations of ECP and its funds. He is involved in all areas of the firm’s investment activities, with a particular emphasis on power generation, renewables and environmental infrastructure. Mr. Reeder led the recent take-private acquisition of

Calpine and

currently serves on the boards of Calpine, Gopher, EnergySolutions, Convergent, Heartland Generation and Liberty Recycling, LP. Prior to realization, he served on the boards of Wheelabrator, ADA Carbon Solutions, LLC, Dynegy Inc., EquiPower Resources Corp., Broad River Power Holdings, LLC, CE2 Carbon Capital, LLC and Empire Gen Holdings, Inc. Prior to joining ECP in 2006, Mr. Reeder was a Vice President of Power and Fuel Markets of Texas Genco, LLC. Mr. Reeder was an advisor on the acquisition of Texas Genco, LLC by a consortium of private equity firms and became a member of the management team until the sale of the company to NRG Energy in 2006. While at Texas Genco, LLC, Mr. Reeder was the head of the asset optimization desk and was responsible for managing the power and fuel positions for their large generation portfolio. From 1998 to 2002, Mr. Reeder was a Director for Energy Markets and a Finance Manager at Orion Power Holdings, Inc., where he was responsible for acquisitions,

power marketing, transaction analysis and execution. From 1996 to 1998, Mr. Reeder worked at Goldman Sachs. Mr. Reeder received a Bachelor of Arts in Economics from Colgate University.

Nick Solaro

has become a member of the board of directors upon closing of the Business Combination and was appointed as Lead Independent Director in March 2022. Since 2014, Mr. Solaro has been a General Partner at Drive Capital. Prior to joining Drive Capital, Mr. Solaro served as a manager at Google, where he helped lead the Global Android Strategic Partnerships team, from 2010 to 2014. During Mr. Solaro’s tenure at Google, the Android ecosystem grew from a few devices in a few markets to one of the world’s most dominant mobile operating system running on billions of handsets worldwide. Prior to joining Google, Mr. Solaro was a

co-founder

of PetWave.com, an online veterinary health start up based in San Francisco, which he

co-founded

in 2007. Mr. Solaro has also previously spent time as a technology investor at Technology Crossover Ventures, as well as an Equity Research Analyst at Goldman Sachs where he covered large cap enterprise technology companies including Apple, IBM, Hewlett-Packard, EMC, Sun, and Dell. Mr. Solaro graduated from Columbia University with a B.A. in Economics and Philosophy.

Elizabeth (Betsy)

Ziegler

has become a member of the board of directors upon closing of the Business Combination. Ms. Ziegler is the CEO of the Chicagoland Entrepreneurial Center (DBA 1871), a private incubator serving founders and innovators, a position she has held since joining 1871 in April 2018. Prior to joining 1871, Ms. Ziegler served in two different Associate Dean roles at Northwestern University’s Kellogg School of Management. Most recently, Ms. Ziegler served as Associate Dean, Chief Innovation Officer, from April 2016 to March 2018. Prior to that, she served as Associate Dean of Degree Programs and Dean of Students from June 2011 to April 2016. Previously, Ms. Ziegler spent 12 years at McKinsey and Company where she was a partner in the Chicago office, spending most of her time serving financial institutions at the intersection of operations and technology. Ms. Ziegler is an active civic leader in Chicago, and serves on the boards of Chicago’s Museum of Science and Industry, Choose Chicago, and Stanley Manne Research Institute at the Ann and Robert H Lurie Children’s Hospital. Ms. Ziegler received her MBA from Harvard Business School and her B.A. in Economics from The Ohio State University.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Composition

Our business and affairs are managed under the direction of our board of directors. Mr. Rassey serves as the Chairperson of our board of directors. The primary responsibilities of our board of directors is to provide oversight, strategic guidance, counseling and direction to our management. The board of directors meets on a regular basis and additionally as required.

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In accordance with the terms of our amended and restated Bylaws, the board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors consists of seven members and is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our board of directors is divided into the following classes:

•

Class I directors are Tyler Reeder and Nick Solaro, whose terms of office will expire at our annual meeting of stockholders to be held in 2023;

•

Class II directors are Matthew Maloney and Betsy Ziegler, whose terms of office will expire at our annual meeting of stockholders to be held in 2024; and

•

Class III directors are Lou Rassey, Matthew Flanigan and Steven Koch, whose terms of office will expire at our annual meeting of stockholders to be held in 2025.

Director Independence

NASDAQ listing standards require that a majority of the board of directors of a company listed on NASDAQ be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, the Company’s board of directors has determined that each of Matthew Flanigan, Steven Koch, Nick Solaro, Matthew Maloney and Betsy Ziegler is an “independent director” under the NASDAQ listing standards.

Role of the Board in Risk Oversight

Our board of directors is responsible for overseeing the Company’s risk management process. Our board of directors focuses on the Company’s general risk management strategy, the most significant risks facing the Company, and oversees the implementation of risk mitigation strategies by management. The Audit Committee is also responsible for discussing the Company’s policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function will not negatively affect our board of directors’ leadership structure.

Board Leadership Structure

Our Corporate Governance Guidelines provide our board of directors with flexibility to combine or separate the positions of Chairperson of the board of directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, the roles are combined, with Mr. Rassey serving as Chairperson and Chief Executive Officer. Our board of directors has determined that combining the roles of Chairperson and Chief Executive Officer is in the best interests of our Company and our stockholders at this time because it promotes unified leadership by Mr. Rassey and allows for a single, clear focus for management to execute the Company’s strategy and business plans.

Our Corporate Governance Guidelines provide that whenever the Chairperson is a director that does not otherwise qualify as an independent director, the independent directors may elect a lead director whose responsibilities include, but are not limited to, calling and presiding over the regularly scheduled executive sessions of the independent directors and the other members of the board of directors. Currently, Mr. Solaro serves as our Lead Independent Director.

Board Committees

Our board of directors has three standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. Each of the three standing committees are composed solely

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of independent directors and were reconstituted in connection with the closing of the Business Combination. Our board of directors also adopted a new charter for each of these committees, which comply with the applicable requirements of current SEC and NASDAQ rules in context of the Business Combination.

The committee assignments set forth below were in effect as of the date of this prospectus.

Audit Committee

Our Audit Committee currently consists of Matthew Flanigan, Steven Koch and Betsy Ziegler, with Matthew Flanigan serving as chair. Rule

10A-3

of the Exchange Act and NASDAQ rules require that the Audit Committee must be composed entirely of independent members. Each of Matthew Flanigan, Steven Koch and Betsy Ziegler meets the definition of “independent director” for purposes of serving on the Audit Committee under Rule

10A-3

of the Exchange Act and NASDAQ rules. Each member of the Audit Committee also meets the financial literacy requirements of NASDAQ listing standards. In addition, Matthew Flanigan qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation

S-K.

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