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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 15. Subsequent Events

 

On October 25, 2022, Legacy Fast Radius and UPS entered into a Termination Agreement (the “UPS Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Discount Agreement, with such termination effective as of October 25, 2022.

 

Under the Discount Agreement, Legacy Fast Radius had agreed to compensate UPS in the form of equity royalties or a quarterly cash payment equal to six percent (6%) of Legacy Fast Radius' gross revenues up to an aggregate cumulative maximum of approximately $7.6 million in exchange for UPS agreeing to exclusively promote Legacy Fast Radius in its sales and marketing efforts as UPS’s exclusive on-demand manufacturing partner. UPS also owns in excess of 10% of the Company’s outstanding Common Stock. As of

September 30, 2022, the Company recognized $3.7 million as a related party accrued liability on its condensed consolidated balance sheet in respect of the Discount Agreement.

 

Pursuant to the UPS Termination Agreement and in settlement of all past and future liabilities that would have been owed under the Discount Agreement, Legacy Fast Radius will transfer and convey to UPS an amount equal to $1.5 million within three days after the consummation of any sale of (i) all or a majority of the equity of Legacy Fast Radius or (ii) all or a majority of Legacy Fast Radius' assets. The Termination Agreement also included a mutual release, pursuant to which Legacy Fast Radius and UPS each released the other from any claims and liabilities under the Discount Agreement.

 

On October 31, 2022, the Company entered into (i) a Third Amendment to Loan and Security Agreement (the “SVB Amendment”) with Silicon Valley Bank (“SVB”), which, among other things, amended that certain Loan and Security Agreement, dated as of December 29, 2020 (as amended, the “SVB Credit Agreement”), by and between Legacy Fast Radius and SVB and (ii) a Third Amendment to Loan and Security Agreement (the “SVB Capital Amendment” and, together with the SVB Amendment, the “Amendments”) with SVB Innovation Credit Fund VIII, L.P. (“SVB Capital” and, together with SVB, the “Lenders”), which, among other things, amended that certain Loan and Security Agreement, dated as of September 10, 2021 (as amended, the “SVB Capital Credit Agreement” and, together with the SVB Credit Agreement, the “Credit Agreements”), by and between Legacy Fast Radius and SVB Capital.

 

The Amendments amended the Credit Agreements to, among other things, defer the payment of principal otherwise due under the Credit Agreements on November 1, 2022, in the aggregate amount of $2.6 million.

 

On November 7, 2022, the Debtors filed the Bankruptcy Petitions under Chapter 11 of the Bankruptcy Code. The filing was made in the United States Bankruptcy Court for the District of Delaware. The Chapter 11 Cases are being jointly administered under the caption In re Fast Radius, Inc., et al., Case No. 22-11051.

 

The Debtors will continue their operations in the ordinary course of business as debtors-in-possession and pursue a structured sale of their assets pursuant to a competitive bidding and auction process. On November 9, 2022, the Bankruptcy Court entered orders approving a variety of “first day” relief for the Debtors, including authority to: (a) continue using their existing cash management system, (b) pay prepetition wages, compensation and employee benefits, (c) use cash collateral, (d) maintain existing insurance policies and pay related obligations, (e) pay certain prepetition taxes, (f) provide adequate assurance of payment to their utility providers, and (g) pay certain prepetition claims of certain vendors.

 

Subject to certain exceptions, under the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the date of the Bankruptcy Petitions. Accordingly, although the filing of the Bankruptcy Petitions triggered defaults on the Debtors’ debt obligations, creditors are stayed from taking any actions against the Debtors as a result of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code.

 

The filing of the Bankruptcy Petitions constituted an event of default that accelerated certain of the Company’s debt obligations. However, under the Bankruptcy Code, the creditors under these debt agreements are stayed from taking any action against the Company as a result of the default.

 

In advance of the filing of the Chapter 11 Cases, counterparties agreed to waive approximately $11 million of deferred fees associated with the Business Combination that were recognized as liabilities on the condensed consolidated balance sheet as of September 30, 2022.

 

Additionally in November 2022, the Company purchased a customary directors and officers insurance "tail" policy for approximately $5.2 million in advance of the filing of the Chapter 11 Cases.

 

As disclosed in Note 10, the Company approved a cost optimization initiative that included a workforce reduction. Related to these actions, the Company made one-time payments of approximately $2 million in November 2022 to remaining employees in order to retain and motivate these employees.