Filed by Falcon’s Beyond Global, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to 14a-12 under the
Securities Exchange Act of 1934
Subject Company:
Fast Acquisition Corp. II
Commission File No.: 001-40214
Date: February 3, 2023
The following is a Form 8-K filed by Fast Acquisition
Corp. II on February 3, 2023.
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): January 31, 2023
FAST
Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40214 |
|
86-1258014 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
109
Old Branchville Road
Ridgefield,
CT 06877
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (201) 956-1969
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of
one share of Class A common stock and one-quarter of one redeemable warrant |
|
FZT.U |
|
The
New York Stock Exchange |
Class A common stock, par
value $0.0001 per share |
|
FZT |
|
The
New York Stock Exchange |
Redeemable warrants, each
warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
FZT
WS |
|
The
New York Stock Exchange |
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)) |
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
1.01. Entry into a Material Definitive Agreement.
Amended
and Restated Agreement and Plan of Merger
As
previously reported in the Current Report on Form 8-K filed by FAST Acquisition Corp. II, a Delaware corporation (“SPAC”),
with the Securities and Exchange Commission (the “SEC”) on July 12, 2022 (the “Original 8-K”),
SPAC, Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond
Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company which was formerly known as Palm Holdco, Inc. (“Pubco”),
and Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”),
entered into an Agreement and Plan of Merger on July 11, 2022 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger,
dated September 13, 2022 as previously disclosed in the Current Report on Form 8-K filed by SPAC with the SEC on September 16, 2022,
the “Original Merger Agreement”). Capitalized terms in this Item 1.01 not otherwise defined have the meanings ascribed
to such terms in the Original 8-K.
On
January 31, 2023, SPAC, the Company, Pubco and Merger Sub entered into that certain Amended and Restated Agreement and Plan of Merger
(the “A&R Merger Agreement”), which amended and restated the Original Merger Agreement in its entirety to, among
other things, provide for the following:
| ● | Changes
to Acquisition Merger Consideration: The number of shares of Pubco Class B Common Stock
and New Company Units to be issued in exchange for current Company Units (excluding Company
Financing Units) in the Acquisition Merger has been reduced from 88,653,263 to 48,587,077. |
| ● | EBITDA
and Revenue Earnouts: In addition to the 40 million Seller Earnout Shares earned based
on the Pubco Common Share Price provided for in the Original Merger Agreement, the holders
of Company Units immediately before the Closing (other than the holders of Company Financing
Units in their capacity as holders of Company Financing Units) will now be entitled to receive
a pro rata portion of a total of up to 40 million additional Seller Earnout Shares based
on Pubco’s achievement of specified EBITDA and revenue targets in 2023 and 2024. Up
to 2% of the 80 million Seller Earnout Shares will be allocated to each of FAST Sponsor II
LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies
LLC if they are earned. |
| ● | Changes
to Sponsor Consideration: |
| ○ | 80%
of the founder shares held by the Sponsor are now subject to forfeiture pro rata based
on the amount of funds available at the Acquisition Merger Closing that are primarily sourced
by SPAC and the Sponsor (including funds in the Trust Account after redemptions) (the “SPAC
Capital Received”), measured against a target amount of $222,336,870; provided
the Sponsor will retain a minimum of 1,250,000 founder shares. The Sponsor will continue
to forfeit the remaining 20% of its founder shares, but will now have the opportunity to
earn them back (as well as any shares forfeited based on SPAC Capital Received) based on
achievement of the Pubco Common Share Price, Pubco revenue and Pubco EBITDA earnout targets. |
| ○ | The
Sponsor further agreed to forfeit 50% of its private placement warrants if SPAC Capital Received
is less than $50 million and to amend the Warrant Agreement to provide that its private placement
warrants are redeemable (subject to the concurrent redemption of other warrants) at a redemption
price of $0.01 per warrant if the Reference Value (as defined below) is at least $18 per
share (the “Warrant Agreement Amendment”). “Reference Value”
means the last reported sales price of the shares of SPAC Class A Common Stock for any twenty
(20) trading days within the thirty (30) trading-day period ending on the third trading day
prior to the date on which notice of the redemption is given. |
| ● | Extension:
SPAC agreed to take certain actions to extend the date by which it has to complete a business
combination to October 18, 2023 (the “Extension”). Infinite Acquisitions
LLLP, a majority equity holder of the Company (“Infinite”), agreed to
fund up to $2,000,000 of expenses related to the Extension pursuant to a promissory note,
described in more detail below. |
| ● | Termination:
The Termination Date was extended from April 11, 2023 to September 30, 2023. SPAC’s
termination right if the Company fails to deliver its audited financial statements by a specified
date was eliminated. Termination rights in favor of SPAC were added in the case where Infinite
defaults under the Promissory Note or if the Company enters into certain specified interim
financing arrangements (the “Interim Financing Termination”). Mutual termination
rights were added in the case where, following a cure period, SPAC is not listed on an approved
exchange or is in default of the listing requirements of the exchange it is listed on (the
“Delisting Termination”) or if the closing condition related to the listing
of Pubco shares on an approved exchange is not satisfied following the satisfaction of all
other closing conditions (the “Pubco Listing Termination”). |
| ● | Termination
Fee: SPAC will be entitled to a termination fee of $12,500,000 (minus 50% of
any amounts funded by Infinite under the Promissory Note) at the time of termination if the
A&R Merger Agreement is terminated for any reason specified in the Merger Agreement other
than: (i) mutual agreement of the Company and SPAC; (ii) SPAC’s breach of the Merger
Agreement in a manner that causes the failure of a condition to Closing under the Merger
Agreement (when the Company is not also in breach); (iii) the consummation of either Merger
is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental
Order or other Law if the final, non-appealable Governmental Order or other Law is generally
applicable to all special purpose acquisition companies or primarily caused by any action
or inaction of SPAC; (iv) the SPAC Stockholder Approval is not obtained at the Special Meeting;
(v) if the SPAC board changes its recommendation to stockholders or fails to recommend the
Merger in the proxy statement; (vi) pursuant to the Delisting Termination; or (vii) failure
to close by the Termination Date or two days after the Special Meeting (when the Company
is not in breach). In addition, no termination fee will be payable at any time the Company
could terminate the Merger Agreement pursuant to the Delisting Termination or because of
SPAC’s breach of the Merger Agreement in a manner that causes the failure of a condition
to Closing under the Merger Agreement. The termination fee will be reduced by 50% and payable
at any time within 12 months of termination instead of at the time of termination if the
Merger Agreement is terminated pursuant to the Interim Financing Termination or the Pubco
Listing Termination, or is terminated at a time when SPAC or the Company could terminate
the Merger Agreement pursuant to the Pubco Listing Termination. |
| ● | Alternative
Financing: SPAC may enter into one or more agreements with any investor to effect certain
Pre-Approved Financing Arrangements without any consent or approval required from the Company. |
The
A&R Merger Agreement also makes certain technical and other changes to the Original Merger Agreement. The foregoing description of
the A&R Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the A&R
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The A&R Merger Agreement
contains representations, warranties, and covenants that the parties to the A&R Merger Agreement made to each other as of the date
of the A&R Merger Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants
were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the A&R Merger Agreement. The A&R Merger Agreement has been attached to provide investors
with information regarding its terms and is not intended to provide any other factual information about FAST Acquisition Corp. II, the
Company, Pubco or any other party to the A&R Merger Agreement. In particular, the representations, warranties, covenants and agreements
contained in the A&R Merger Agreement, which were made only for purposes of the A&R Merger Agreement and as of specific dates,
were solely for the benefit of the parties to the A&R Merger Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the A&R Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should
not rely on the representations, warranties, covenants, and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the A&R Merger Agreement. In addition, the representations, warranties, covenants, and
agreements and other terms of the A&R Merger Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the A&R Merger Agreement,
which subsequent information may or may not be fully reflected in SPAC’s public disclosures.
Amended
and Restated Sponsor Support Agreement
As
previously reported in the Original 8-K, Sponsor, SPAC, the Company and Pubco entered into a Sponsor Support Agreement on July 11, 2022
(the “Original Sponsor Agreement”) in connection with the parties’ entrance into the Original Merger Agreement.
On January 31, 2023, in connection with the A&R Merger Agreement, Sponsor, SPAC, the Company and Pubco amended and restated the Original
Sponsor Agreement by entering into an Amended and Restated Sponsor Support Agreement whereby, among other things, the Sponsor agreed
(i) to exchange its shares of SPAC Class B Common Stock for shares of SPAC Class A Common Stock in accordance with SPAC’s amended
and restated certificate of incorporation such that, prior to the SPAC Merger Effective Time, there shall cease to be outstanding any
shares of SPAC Class B Common Stock, (ii) to forfeit a portion of its founder shares and private placement warrants to the extent and
as described above and (iii) to support the Warrant Agreement Amendment.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended
& Restated Sponsor Support Agreement. A copy of the Amended & Restated Sponsor Support Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Amended
and Restated Company Member Support Agreement
As
previously reported in the Original 8-K, SPAC, the Company, Pubco and the holders of Company Units entered into a Company Member Support
Agreement on July 11, 2022 (the “Original Company Member Support Agreement”) in connection with the parties’
entrance into the Original Merger Agreement. On January 31, 2023, in connection with the A&R Merger Agreement, SPAC, the Company,
Pubco and the holders of Company Units amended and restated the Original Company Member Support Agreement by entering into an Amended
and Restated Company Member Support Agreement whereby, among other things, the holders of Company Units agreed to support the A&R
Merger Agreement.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R
Company Member Support Agreement. A copy of the A&R Company Member Support Agreement is filed as Exhibit 10.2 to this Current Report
on Form 8-K and incorporated herein by reference.
Amended
and Restated Sponsor Lockup Agreement
As
previously reported in the Original 8-K, Sponsor, SPAC, the Company and Pubco entered into a Sponsor Lockup Agreement on July 11, 2022
(the “Original Sponsor Lockup Agreement”) in connection with the parties’ entrance into the Original Merger
Agreement. On January 31, 2023, in connection with the A&R Merger Agreement, the Sponsor, SPAC, the Company and Pubco amended and
restated the Original Sponsor Lockup Agreement by entering into an Amended and Restated Sponsor Lockup Agreement whereby, among other
things, the Sponsor agreed to increase the lockup term for up to 1,250,000 of its retained shares to be two years from the Closing.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R
Sponsor Lockup Agreement. A copy of the A&R Sponsor Lockup Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K
and incorporated herein by reference.
Promissory
Note
SPAC
and Infinite entered into a promissory note (the “Promissory Note”) pursuant to which Infinite agreed to advance up
to $2,000,000 to SPAC, with any advances under the Promissory Note to be used by SPAC to pay certain expenses of the Extension. The Promissory
Note is non-interest bearing and repayable, in cash, or, at Pubco’s option, in shares of Pubco Class A Common Stock at a conversion
price of $10.00 per share, at the effective time of the Acquisition Merger and will be forgiven without payment if the A&R Merger
Agreement is terminated.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory
Note. A copy of the Promissory Note is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 2.03 to the extent required herein. SPAC may not prepay any outstanding principal balance under the Promissory Note in whole
or in part at any time without the advance written consent of Infinite, which may be withheld by Infinite for any reason or for no reason.
Item
3.02. Unregistered Sales of Equity Securities.
The
information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.02 to the extent required herein. The issuance of the Promissory Note was exempt from registration pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended.
Important
Information About the Mergers and Where to Find It
In
connection with the transactions contemplated by the A&R Merger Agreement (the “Mergers”), Pubco intends to file
with the SEC a registration statement on Form S-4 (the “Registration Statement”) containing a proxy statement/prospectus
and certain other related documents, which will be both the proxy statement to be distributed to holders of SPAC’s common stock
in connection with SPAC’s solicitation of proxies for the vote by SPAC’s stockholders with respect to the Mergers and other
matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities
of Pubco to be issued in connection with the Mergers. SPAC’s stockholders and other interested persons are advised to read carefully
and in their entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement (including any
amendments or supplements thereto) and the definitive proxy statement/prospectus, as well as other documents filed with the SEC, as these
materials will contain important information about the parties to the A&R Merger Agreement, SPAC and the Mergers. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of SPAC as of a record date
to be established for voting on the Mergers and other matters as may be described in the Registration Statement. Stockholders will also
be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference
in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at sec.gov, or by directing a request
to: FAST Acquisition Corp. II, 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Chief Financial Officer, (201) 956-1969.
Participants
in the Solicitation
SPAC
and its directors and executive officers may be deemed participants in the solicitation of proxies from SPAC’s stockholders with
respect to the Mergers. A list of the names of those directors and executive officers and a description of their interests in SPAC is
contained in SPAC’s registration statement on Form S-1 (as amended to date), which was initially filed with the SEC on July 26,
2021, and is available free of charge at the SEC’s web site at sec.gov, or by directing a request to FAST Acquisition Corp. II,
109 Old Branchville Road, Ridgefield, CT 06877, Attention: Chief Financial Officer, (201) 956-1969. Additional information regarding
the interests of such participants will be contained in the Registration Statement when available.
The
Company and its managers and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of SPAC in connection with the Mergers. A list of the names of such directors and executive officers and information regarding their
interests in the Mergers will be contained in the Registration Statement when available.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. SPAC’s and the Company’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believe,”
“predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially
from expected results, including factors that are outside of SPAC’s and the Company’s control and that are difficult to predict.
Factors that may cause such differences include, but are not limited to: (1) changes in domestic and foreign business, market, financial,
political, and legal conditions in general and in the entertainment industry in particular; (2) the outcome of any legal proceedings
that may be instituted against SPAC, the Company or Pubco following the announcement of the A&R Merger Agreement and the transactions
contemplated therein, (3) the inability of the parties to successfully or timely consummate the Mergers or the other transactions contemplated
by the A&R Merger Agreement, including the risk that any regulatory approvals or the SEC’s declaration of the effectiveness
of the proxy statement/prospectus relating to the transaction are not obtained, are delayed or are subject to unanticipated conditions
that could adversely affect Pubco or the expected benefits of the transactions contemplated by the A&R Merger Agreement or that the
approval of the requisite equity holders of SPAC is not obtained; (4) the occurrence of any event, change or other circumstance that
could give rise to the termination of the A&R Merger Agreement, (5) volatility in the price of SPAC’s or Pubco’s securities,
(6) the risk that the Mergers or the other transactions contemplated by the A&R Merger Agreement disrupt current plans and operations
as a result of the announcement and consummation thereof, (7) the enforceability of the Company’s intellectual property, including
its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches
of data security, (8) any failure to realize the anticipated benefits of the Mergers or the other transactions contemplated by the A&R
Merger Agreement, (9) risks relating to the uncertainty of the projected financial information with respect to the Company, (10) risks
related to the rollout of the Company’s business and the timing of expected business milestones, (11) the effects of competition
on the Company’s business, (12) the risk that the Mergers or the other transactions contemplated by the A&R Merger Agreement
may not be completed by SPAC’s deadline and the potential failure to obtain an extension of its business combination deadline if
sought by SPAC, (13) the amount of redemption requests made by stockholders of SPAC, (14) the ability of SPAC, the Company or Pubco to
issue equity or equity-linked securities or obtain debt financing in connection with the Mergers or the other transactions contemplated
by the A&R Merger Agreement or in the future, (15) and those factors discussed in SPAC’s final prospectus dated March 15, 2021
under the heading “Risk Factors,” and other documents SPAC has filed, or will file, with the SEC.
SPAC
cautions that the foregoing list of factors is not exhaustive. Although SPAC believes the expectations reflected in these forward-looking
statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking
statements or projections set forth herein will be achieved or that any of the contemplated results of such forward-looking statements
or projections will be achieved. There may be additional risks that SPAC and the Company presently do not know of or that SPAC and the
Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
SPAC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither
SPAC nor the Company undertakes any duty to update these forward-looking statements, except as otherwise required by law.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the Mergers. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item
7.01. Regulation FD Disclosure.
On
February 3, 2023, SPAC and the Company issued a press release announcing the execution of the A&R Merger Agreement and other matters
relating to the Mergers. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Attached
as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation dated February 3, 2023, which will be used by
SPAC with respect to the transaction.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2 are furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act or the
Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
2.1* |
|
Amended and Restated Agreement and Plan of Merger, dated January 31, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation, Falcon’s Beyond Global, LLC, a Florida limited liability company, Falcon’s Beyond Global, Inc., a Delaware corporation, and Palm Merger Sub, LLC, a Delaware limited liability company. |
10.1 |
|
Amended and Restated Sponsor Support Agreement, dated January 31, 2023, by and among FAST Sponsor II LLC, a Delaware limited company, FAST Acquisition Corp. II, a Delaware corporation, Falcon’s Beyond Global, LLC, a Florida limited liability company, and Falcon’s Beyond Global, Inc., a Delaware corporation. |
10.2* |
|
Amended and Restated Company Member Support Agreement, dated January 31, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation, Falcon’s Beyond Global, Inc., a Delaware corporation, Falcon’s Beyond Global, LLC, a Florida limited liability company, Infinite Acquisitions, LLLP, a Nevada limited liability partnership, Katmandu Ventures, LLC, and CilMar Ventures, LLC Series A, a protected series of CilMar Ventures, LLC, a Delaware series limited liability company. |
10.3 |
|
Amended and Restated Sponsor Lockup Agreement, dated January 31, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation, Falcon’s Beyond Global, LLC, a Florida limited liability company, Falcon’s Beyond Global, Inc., a Delaware corporation, and Palm Merger Sub, LLC, a Delaware limited liability company. |
10.4 |
|
Promissory Note, dated January 31, 2023, by and between FAST Acquisition Corp. II, a Delaware corporation, and Infinite Acquisitions LLLP, a Nevada limited liability limited partnership. |
99.1 |
|
Press release, dated February 3, 2023. |
99.2 |
|
Investor Presentation, dated February 3, 2023 |
104 |
|
Cover Page Interactive
Data File (embedded with the Inline XBRL document) |
| * | Certain
of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). SPAC agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURE
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 hereunto duly authorized.
|
FAST ACQUISITION CORP. II |
|
|
|
By: |
/s/
Garrett Schreiber |
|
|
Name: |
Garrett Schreiber |
|
|
Title: |
Chief Financial Officer |
Dated:
February 3, 2023
Additional Information
In connection with the proposed transaction, Pubco
intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a document
that serves as a joint prospectus of Pubco and proxy statement of FAST II, referred to as a proxy statement/prospectus. A proxy statement/prospectus
will be sent to all FAST II shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. FAST II and Pubco will also file other documents regarding
the proposed business combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF FAST II ARE URGED
TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the registration statement, the
proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by FAST II or Pubco through the website
maintained by the SEC at www.sec.gov. The documents filed by FAST II with the SEC also may be obtained free of charge upon written request
to 109 Old Branchville Road Ridgefield, CT 06877. The documents filed by Pubco with the SEC may also be obtained free of charge upon written
request to 6996 Piazza Grande Avenue, Suite 301, Orlando, FL 32835.
Participants in the Solicitations
FAST II and its directors and executive officers
may be deemed participants in the solicitation of proxies from FAST II’s stockholders with respect to the proposed business combination.
A list of the names of those directors and executive officers and a description of their interests in FAST II is contained in FAST II’s
final prospectus related to its initial public offering dated March 15, 2021, which was filed with the SEC and is available free of charge
at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the
Registration Statement for the proposed business combination when available.
The Company and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the stockholders of FAST II in connection with the proposed
business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed
business combination will be included in the Registration Statement for the proposed business combination available.
No Offer or Solicitation
This press release is for informational purposes
only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 the Securities Act of 1933, as amended, or an exemption therefrom.
Caution About Forward-Looking Statements
This communication includes
forward-looking statements. These forward-looking statements are based on the Company’s and FAST II’s expectations and beliefs
concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations.
These factors are difficult to predict accurately and may be beyond the Company’s and FAST II’s control. Forward-looking statements
in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible
for the Company or FAST II to predict these events or how they may affect the Company or FAST II. Except as required by law, neither the
Company nor FAST II has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or
elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results,
events or developments discussed in any forward-looking statement made in this communication may not occur. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believe,” “predict,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, FAST II’s and the Company’s expectations with respect to future performance
and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination
and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from expected results, including factors that are outside of FAST II’s and
the Company’s control and that are difficult to predict. Factors that may cause such differences include, but are not limited to:
(1) changes in domestic and foreign business, market, financial, political, and legal conditions in general and in the entertainment industry
in particular; (2) the outcome of any legal proceedings that may be instituted against FAST II, the Company or any of its subsidiaries
following the announcement of the Merger Agreement and the transactions contemplated therein, (3) the inability of the parties to successfully
or timely consummate the business combination or the other transactions contemplated by the Merger Agreement, including the risk that
any regulatory approvals or the SEC’s declaration of the effectiveness of the proxy statement/prospectus relating to the transaction
are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Company or the expected benefits
of the transactions contemplated by the Merger Agreement or that the approval of the requisite equity holders of the Company is not obtained;
(4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (5) volatility
in the price of FAST II’s or the Company’s securities, (6) the risk that the business combination or the other transactions
contemplated by the Merger Agreement disrupt current plans and operations as a result of the announcement and consummation thereof, (7)
the enforceability of the Company’s intellectual property, including its patents, and the potential infringement on the intellectual
property rights of others, cyber security risks or potential breaches of data security, (8) any failure to realize the anticipated benefits
of the business combination or the other transactions contemplated by the Merger Agreement; (9) risks relating to the uncertainty of the
projected financial information with respect to the Company; (10) risks related to the rollout of the Company’s business and the
timing of expected business milestones; (11) the effects of competition on the Company’s business; (12) the risk that the business
combination or the other transactions contemplated by the Merger Agreement may not be completed by FAST II’s deadline and the potential
failure to obtain an extension of its business combination deadline if sought by FAST II, (13) the amount of redemption requests made
by stockholders of FAST II; (14) the ability of FAST II or the Company to issue equity or equity-linked securities or obtain debt financing
in connection with the business combination or the other transactions contemplated by the Merger Agreement or in the future; (15) and
those factors discussed in FAST II’s final prospectus dated March 15, 2021 under the heading “Risk Factors,” and other
documents FAST II has filed, or will file, with the SEC.
9
FAST Acquisition Corp II (NYSE:FZT)
Historical Stock Chart
From Sep 2024 to Oct 2024
FAST Acquisition Corp II (NYSE:FZT)
Historical Stock Chart
From Oct 2023 to Oct 2024