8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 22, 2021

Radius Global Infrastructure, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-39568	98-1524226
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Bala Plaza East, Suite 502 Bala Cynwyd, PA	19004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 660-4910

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	RADI	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒  Emerging growth company

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 13(a) of the Exchange Act. ☒

Item 8.01 Other Events.

On November 22, 2021, Radius Global Infrastructure, Inc., a Delaware corporation (the “Company”), issued a press release announcing that a mandatory redemption event has occurred with respect to all of its outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, that are governed by the Amended and Restated Warrant Instrument, dated as of October 2, 2020, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, and Computershare Inc., a Delaware corporation, as the registrar collectively. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1, nor the Notice of Redemption attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, nor shall any of them constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Radius Global Infrastructure, Inc. on November 22, 2021.
99.2	Notice of Redemption, dated November 22, 2021.
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RADIUS GLOBAL INFRASTRUCTURE, INC.
By:	/s/ Glenn J. Breisinger
	Name Glenn J. Breisinger
	Title: Chief Financial Officer and Treasurer

Date: November 23, 2021

EX-99.1

Exhibit 99.1

Radius Global Infrastructure Announces Mandatory Redemption of Warrants

NEW YORK—(BUSINESS WIRE)—Radius Global Infrastructure, Inc. (NASDAQ: RADI) (“Radius” or the “Company”) announced today that, as of November 19, 2021, a mandatory “Redemption Event” has occurred with respect to all of its outstanding warrants (OTC: RADIW) pursuant to the terms of its Amended and Restated Warrant Instrument dated October 2, 2020. As a result, each unexercised warrant will be redeemed by the Company for $0.01 per warrant after December 17, 2021. The Redemption Event has been triggered because the daily volume weighted average price of RADI common stock for the ten consecutive trading days ending November 19, 2021 was equal to or greater than $18.00.

Registered holders of warrants will have until 5:00 p.m. Eastern Time on December 17, 2021 to exercise their warrants through the Company’s warrant agent, Computershare. The warrants are exercisable on a 3:1 basis for each share of the Company’s common stock at an exercise price of $11.50 per whole share of common stock. After December 17, registered holders of warrants will have no further rights with regard to such warrants except the right to receive $0.01 per warrant.

As of the date hereof, there are 49,977,457 warrants outstanding related to the initial placement of shares and 75,752,977 Class A common shares outstanding. If all warrants are exercised, the Company will issue no more than an additional 16,659,152 shares of Class A common stock and will receive $191.6 million in cash upon settlement.

None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the warrants as to whether to exercise or refrain from exercising any warrants. The shares of Class A common stock underlying the warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-3 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-256968).

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About the Company

Radius Global Infrastructure, Inc., through its subsidiary, AP WIP Investments, LLC (“APW”), is a multinational owner of a growing, diversified portfolio of primarily triple net rental streams from wireless operators and tower companies for properties underlying their mission critical digital infrastructure. APW’s proven lease origination engine drives attractive yields on capital invested and maintains a broad pipeline of acquisition opportunities.

For further information see https://www.radiusglobal.com.

Contacts

Investor Relations:

Jason Harbes, CFA

Email: investorrelations@radiusglobal.com

Phone: 1-484-278-2667

EX-99.2

Exhibit 99.2

NOTICE OF REDEMPTION OF RADIUS GLOBAL INFRASTRUCTURE, INC. WARRANTS (CUSIP 750481 111)

Dear Warrant Holder,

Radius Global Infrastructure, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on December 17, 2021 (the “Redemption Date”), all of the Company’s outstanding Warrants (as defined in the Amended and Restated Warrant Instrument (the “Warrant Agreement”), dated October 2, 2020, by and between the Company, and Computershare Inc., and its wholly owned subsidiary, Computershare Trust Company, N.A., collectively as registrar (the “Registrar”), as part of the units sold in the initial public offering of Landscape Acquisition Holdings Limited (the predecessor company to Radius Global Infrastructure, Inc.) (collectively, the “Warrants”) to purchase shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) for a redemption price of $0.01 per Warrant (the “Redemption Price”). Every three (3) Warrants entitle the holder thereof to purchase one (1) share of Common Stock for a purchase price of $11.50 per whole share, subject to adjustment. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Warrants in “street name.”

The Warrants are traded on the over-the-counter market under the symbol “RADIW” and the Common Stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “RADI.” On November 19, 2021, the last reported sale price of the Warrants was $2.15 and the last reported sale price of the Common Stock was $17.96 per share.

TERMS OF REDEMPTION; CESSATION OF RIGHTS

The rights of the Warrant holders to exercise their Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, the Warrants will no longer be exercisable and the holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Warrants. Note that the act of exercising is VOLUNTARY, meaning holders must instruct their broker to submit the Warrants for exercise.

The Company is exercising this right to redeem the Warrants pursuant to Section 7 of the Warrant Agreement. Pursuant to Section 7.1 of the Warrant Agreement, the Company shall redeem all of the outstanding Warrants if the volume weighted average price (“Average Price”) for the Common Stock on Nasdaq as reported by Bloomberg through its “Volume at Price” functions Common Stock reported has been at least $18.00 per share for 10 consecutive trading days (the “Redemption Event”). The Average Price of the Common Stock was at least $18.00 per share for 10 consecutive trading days beginning on November 8, 2021 and ending on November 19, 2021.

Under the Warrant Agreement, the Company is required to give the Registrar prompt written notice of the occurrence of the Redemption Event and to give Warrant holders notice of the Redemption Event having occurred within 20 days of its occurrence and will redeem all Warrants that have not been exercised by no later than 30 days following the occurrence of the Redemption Event, which redemption date may be set by the Company. Any Warrant that is exercised before the date set for redemption by the Redemption Notice will not be redeemed.

EXERCISE PROCEDURE

Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Warrants to purchase shares of Common Stock. Warrants may be exercised only with cash. Every three (3) Warrants entitle the holder thereof to purchase one (1) share of Common Stock at a cash price of $11.50 per whole share (the “Exercise Price”).

Payment of the exercise funds may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.

Those who hold their Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Warrants since the process to exercise is VOLUNTARY.

For holders of Warrants who hold their Warrants in “street name,” the Exercise Price for the Warrants being exercised and the exercise funds must be received by the Registrar prior to 5:00 p.m. New York City time on the Redemption Date. Any such Warrant received without the exercise funds being submitted will be deemed to have been delivered for redemption at the Redemption Price of $0.01 per Warrant, and not for exercise.

PROSPECTUS

A prospectus covering the shares of Common Stock issuable upon the exercise of the Warrants is included in a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-256968) (the “SEC”). The SEC also maintains an Internet website that contains a copy of this prospectus. The address of this site is www.sec.gov. Alternatively, to obtain a copy of the prospectus, please visit our website (www.radiusglobal.com under “Filings & Financials – SEC Filings”).

REDEMPTION PROCEDURE

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Warrants.

*********************************

Any questions you may have about redemption and exercising your Warrants may be directed to the Registrar at its address and telephone number or email address set forth below:

By Telephone:	Toll Free – 1-800-736-3001 / International – 1-781-575-3100
Email Inquiries:	web.queries@computershare.com

By Mail	By Overnight Delivery
Computershare	Computershare
P.O. Box 505000	462 South, 4th Street, Suite 1600
Louisville, KY 40233-5000	Louisville, KY 40202

Sincerely,

RADIUS GLOBAL INFRASTRUCTURE, INC.

/s/Glenn J. Breisinger

Name: Glenn J. Breisinger

Title: Chief Financial Officer

Date: November 22, 2022

XML

Document and Entity Information	Nov. 22, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001810739
Document Type	8-K
Document Period End Date	Nov. 22, 2021
Entity Registrant Name	Radius Global Infrastructure, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39568
Entity Tax Identification Number	98-1524226
Entity Address, Address Line One	3 Bala Plaza East
Entity Address, Address Line Two	Suite 502
Entity Address, City or Town	Bala Cynwyd
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19004
City Area Code	(610)
Local Phone Number	660-4910
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	RADI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true