Falcon’s Beyond continues to execute with $350
million Falcon’s Beyond Destinations entertainment venue, which
includes recently debuted Falcon’s Resorts by Meliá; poised to
fully open Katmandu Park in Punta Cana on March 15
Falcon’s Beyond Global, Inc. files registration
statement on Form S-4 with the SEC
FAST II files definitive proxy to extend
termination date in charter up to 7 months to complete
transaction
FAST Acquisition Corp. II (NYSE: FZT) (“FAST II” or “we”) today
issued the following letter to its shareholders regarding updates
to the proposed Business Combination (the “Business Combination”)
with Falcon’s Beyond Global LLC (“Falcon’s Beyond” or the
“Company”):
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230213005619/en/
Dear Shareholders,
FAST II recently announced that it had entered into an Amended
and Restated Agreement and Plan of Merger with Falcon’s Beyond, an
Orlando-based entertainment business with a stellar 23-year track
record of master planning and theme park attraction design
services, an expanding brick and mortar footprint of hotel and
theme park destinations, and a burgeoning brand IP unit it expects
to monetize through its growing footprint.
We continue to believe that Falcon’s Beyond is at the forefront
of experiential entertainment and is well-positioned to continue to
capitalize on the retail tailwinds associated with its business
model as the return of domestic and international travel continues
to surge as the world emerges from COVID-19. Since we first
announced the proposed Business Combination in July 2022, the
Falcon’s Beyond team has made significant progress with its
flagship resort “Falcon’s Resort by Meliá” in Punta Cana, which is
a multi-phase transformation of two existing Meliá properties. The
resort opened in December 2022 and Katmandu Park Punta Cana, the
planned theme park arm of the location, had its soft opening in
December and is poised to fully open on March 15 of this year. The
location’s retail, dining and entertainment district called
Falcon’s Central also continues to progress and is slated to open
in 2025.
Importantly, we believe the revised terms of the Amended and
Restated Agreement and Plan of Merger benefit all of our
shareholders, as we have meaningfully aligned the equity
consideration and sponsor economics of the transaction with
shareholders by significantly tying both to capital raised,
financial performance, and share price targets of the combined
company.
Filing of SEC Form S-4 Registration Statement
We are also pleased to announce that in connection with the
Business Combination, Falcon’s Beyond Global, Inc. filed a
registration statement on Form S-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) on
February 14, 2023. The filing may be found at the Company’s page on
www.sec.gov.
We wanted to include a comment we received from Scott Demerau,
Executive Chairman of Falcon’s Beyond, about this important
milestone:
“We are very pleased to be progressing forward with this
transformational transaction for Falcon’s Beyond as we achieve this
important milestone of filing the Form S-4 with the SEC. We are
committed to this process with our good partners at FAST II, and
are excited to become a public company, which will allow us to
accelerate the growth of our unique experiential media and
entertainment business.”
FAST II Extension Process
On February 10, 2023, we filed a definitive proxy statement with
the SEC regarding a special meeting of our existing stockholders in
order to extend the date by which we must consummate our initial
business combination. At the special meeting, which is to be held
on March 3, 2023, we are requesting that our stockholders vote in
favor of an initial 3-month extension to the deadline by which me
must consummate an initial business combination, with a board
option to extend by 4 month-to-month periods, for a total potential
extension of up to 7 months.
In connection with the initial three month extension, FAST II
will contribute the lesser of (i) $750,000 or (ii) $0.15 for each
public share of FAST II that is not redeemed. In addition, for each
month the board elects to extend the term beyond the initial
3-month extension, FAST II will contribute the lesser of (i)
$250,000 or (ii) $0.05 for each public share of FAST II that is not
redeemed, for an aggregate deposit if all additional extensions are
exercised of the lesser of (i) $1.75 million or (ii) $0.15 for each
public share of FAST II that is not redeemed. The contributions
will be placed in the trust account established in connection with
FAST II’s initial public offering (the “Trust Account”) and will be
invested in an interest-bearing demand deposit account, which is
currently expected to earn approximately 3.5% interest.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among
other things, a new U.S. federal 1% excise tax (the “Excise Tax”)
on certain repurchases of stock by publicly traded U.S. domestic
corporations and certain U.S. domestic subsidiaries of publicly
traded foreign corporations occurring on or after January 1, 2023.
Any redemption of the shares of the Class A common stock, par value
$0.0001 per share, of FAST II on or after January 1, 2023 may be
subject to the Excise Tax. The Trust Account and the interest
earned thereon shall not be used to pay for the Excise Tax that may
be levied on FAST II in connection with such redemptions. FAST II
further confirms that it will not utilize any funds from the Trust
Account to pay any such Excise Tax.
We thank you for your continued support and look forward to your
continued involvement in this investment with the opportunity to
generate significant long-term returns, as Falcon’s Beyond
transforms the way audiences approach their entertainment
experience all across the world.
The FAST II team thanks you for your partnership, and requests
that you support our extension.
Sincerely, Sandy Beall, Chief Executive Officer Doug Jacob,
Founder
About FAST Acquisition Corp. II
FAST II is a hospitality and consumer entertainment focused
blank check company whose business purpose is to effect a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. FAST II was as founded by Doug Jacob and headed by
Sandy Beall as Chief Executive Officer. FAST II raised $222 million
in its initial public offering on March 15, 2021 and is listed on
NYSE under the ticker symbol “FZT.” For more information, visit
https://www.fastacqii.com/.
About Falcon’s Beyond
Headquartered in Orlando, Florida, Falcon's Beyond is a fully
integrated, top-tier experiential entertainment development
enterprise focusing on a 360° IP Expander model. The company brings
its own proprietary and partner IPs to global markets through owned
and operated theme parks, resorts, attractions, patented
technologies, feature films, episodic series, consumer products,
licensing, and beyond. The company has won numerous design awards
and provided design services in 27 countries around the world,
turning imagined worlds into reality. For more information, visit
https://falconsbeyondglobal.com/.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Falcon’s
Beyond Global, Inc. (“Pubco”) has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on
Form S-4 (the “Registration Statement”), which includes 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 after
the Registration Statement is declared effective by the SEC. 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.
FAST II has filed with the SEC a definitive proxy statement (the
“Extension Proxy Statement”) in connection with the special meeting
of its stockholders (the “Meeting”) to consider and vote upon
certain amendments to FAST II’s charter, including an amendment to
extend the date by which it must consummate its initial business
combination (the “Extension”) and, beginning on February 13, 2023,
mailed the Extension Proxy Statement and other relevant documents
to its stockholders as of the February 7, 2023 record date for the
Meeting. FAST II’s stockholders and other interested persons are
advised to read the Extension Proxy Statement and any other
relevant documents that have been or will be filed with the SEC in
connection with FAST II’s solicitation of proxies for the Meeting
because these documents will contain important information about
FAST II, the Extension and related matters.
Investors and security holders can obtain free copies of the
Extension Proxy Statement and Registration Statement, and will be
able to obtain free copies of amendments to 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 and
the Extension. 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, the Extension Proxy Statement
and the Registration Statement, each of 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 amendments to 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 is included in the Registration Statement for
the proposed Business Combination, 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 amendments to the Registration Statement for
the proposed Business Combination when 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 press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters.
These forward-looking statements include, but are not limited
to, the expectation that the proposed transaction will occur; the
benefits associated with the amended transaction terms; the ability
of FAST II to extend the deadline by which it must consummate its
initial business combination; Falcon’s Beyond’s future performance,
including expansion of its hotel and theme park footprints,
projected opening times of its Punta Cana assets, and expectations
that it will monetize its brand IP; and interest rates that will be
achieved on Trust Account deposits. These statements are based on
various assumptions and on the current expectations of the Company,
Pubco and FAST II and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and should not be
relied on by an investor or others as, a guarantee, an assurance, a
prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Falcon’s Beyond and FAST
II. These forward-looking statements are subject to a number of
risks and uncertainties, including, but not limited to, the
likelihood of which could be adversely affected by (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, Falcon’s Beyond or Pubco following the
announcement of the proposed business combination, (3) the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any
regulatory approvals or the SEC’s declaration of the effectiveness
of our prospectus/proxy statement are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
Falcon’s Beyond or the expected benefits of the proposed
transaction or that the approval of the requisite equity holders of
FAST II 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
Falcon’s Beyond’s securities, (6) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination, (7) the enforceability of Falcon’s Beyond’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 proposed
transaction; (9) risks relating to the uncertainty of the projected
financial information with respect to Falcon’s Beyond; (10) risks
related to the rollout of Falcon’s Beyond's business and the timing
of expected business milestones; (11) the effects of competition on
Falcon’s Beyond's business; (12) the risk that the proposed
business combination may not be completed by FAST II’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by FAST
II, (13) the amount of redemption requests made by FAST II's
stockholders; (14) the ability of FAST II or Falcon’s Beyond to
issue equity or equity-linked securities or obtain debt financing
in connection with the proposed transaction or in the future; (15)
and those factors discussed in the Registration Statements and FAST
II's final prospectus dated March 15, 2021 under the heading "Risk
Factors," and other documents FAST II or Pubco has filed, or will
file, with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither FAST II nor Falcon’s Beyond
presently know, or that FAST II or Falcon’s Beyond currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, the forward-looking statements reflect FAST II's and
Falcon’s Beyond's expectations, plans, or forecasts of future
events and views as of the date of this press release. FAST II and
Falcon’s Beyond anticipate that subsequent events and developments
will cause FAST II's and Falcon’s Beyond's assessments to change.
However, while FAST II and Falcon’s Beyond may elect to update
these forward-looking statements at some point in the future, FAST
II and Falcon’s Beyond specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as a
representation of FAST II's and Falcon’s Beyond's assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230213005619/en/
Investor Relations: Brett Milotte, ICR
FalconsBeyondIR@icrinc.com Media: Keil Decker, ICR
FalconsBeyondPR@icrinc.com Eric Becker, ICR
FalconsBeyondPR@icrinc.com
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