Special Meeting of FAST II Stockholders to
Approve Business Combination Scheduled for September 26, 2023
Falcon’s Beyond (“Falcon’s” or the “Company”), a global
entertainment powerhouse and visionary innovator in immersive
storytelling and FAST Acquisition Corp. II (“FAST II”) (NYSE: FZT),
a publicly traded special purpose acquisition company, today
announced that the U.S. Securities and Exchange Commission (“SEC”)
declared effective the Registration Statement on Form S-4 (the
“Registration Statement”) filed with the SEC in connection with the
previously announced proposed business combination (the “Business
Combination”) of Falcon’s and FAST II. The Registration Statement
provides important information about the Business Combination.
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the full release here:
https://www.businesswire.com/news/home/20230915630227/en/
“We are thrilled to achieve this milestone in the transaction
with FAST II, as our plans to become a publicly traded company on
Nasdaq continues to advance,” said Cecil D. Magpuri, CEO of
Falcon’s. “Falcon’s is well positioned to capitalize on continued
strong consumer and industry demand and deliver extraordinary
experiences through our products and platforms. With our
proprietary technology and access to prime real estate, Falcon’s
continues to build upon a proven track record of more than two
decades in turning imagined worlds into reality and delivering
immersive entertainment experiences to our growing global audience
across all demographics.”
“Falcon’s is a global entertainment powerhouse at the forefront
of inventing extraordinary consumer experiences,” said Doug Jacob,
Founder of FAST II. “Since we strategically amended the terms of
our transaction in January, the Falcon’s team has continued to
demonstrate its ability to execute with the opening of JV-owned
theme park Katmandu Park in Punta Cana, the introduction of its
first mobile game, Katmandu: EtherMerge, the successful launch of
its new Roblox experience, BEYONDLAND, the partnership with Raging
Power Limited, an arm of K11 Group to open new entertainment
franchises and attractions across China and numerous other exciting
projects. Falcon’s offers investors a distinctive entryway into the
vast entertainment industry with foundational assets and the
monetization of owned and third-party brands.”
FAST II also established a record date of August 21, 2023 (the
“Record Date”) and announced that it will hold its special meeting
of stockholders (the “Special Meeting”) on September 26, 2023 at
10:00 a.m. Eastern Time to approve the Business Combination with
Falcon’s and related matters. FAST II stockholders of record as of
the Record Date have been sent notice of, and are entitled to vote
at or before, the Special Meeting.
If the necessary proposals at the Special Meeting are approved,
Falcon’s and FAST II anticipate that the Business Combination will
close promptly after the Special Meeting, subject to the
satisfaction of all other closing conditions. Upon the closing of
the Business Combination, the combined company Class A Common
Stock, Series A Preferred Stock and warrants are expected to be
listed on Nasdaq under the ticker symbols “FBYD,” “FBYDP” and
“FBYDW,” respectively.
Special Meeting Details
The Special Meeting will be virtual and conducted via live
webcast at https://www.cstproxy.com/fastacqii/sm2023. To register
and receive access to the virtual meeting, registered stockholders
and beneficial stockholders (those holding shares through a stock
brokerage account or by a bank or other holder of record) will need
to follow the instructions applicable to them provided in the proxy
statement.
Every stockholder’s vote FOR ALL Proposals is important,
regardless of the number of shares held. FAST II stockholders who
need assistance voting, have questions regarding the Special
Meeting, or would like to request documents may contact FAST II’s
Proxy Solicitor Morrow Sodali LLC at (800) 662-5200(banks and
brokers can call (203) 658-9400).
About Falcon’s Beyond
Falcon’s Beyond is a visionary innovator in immersive
storytelling. A global entertainment powerhouse where original
ideas – fueled by passion and guided by expertise – take flight and
accelerate at speeds beyond your imagination. Where fun is
reimagined through innovative technologies and themed experiences.
Falcon’s connects the world by bringing stories to life through
theme parks, resorts, animation, consumer products, gaming, movies
and beyond. Falcon’s Beyond propels intellectual property (IP)
activations concurrently across physical and digital experiences
through three core business units: Falcon’s Creative Group is one
of the world’s leading themed entertainment and master planning
firms, having planned over $100 billion in award-winning
experiences where creative vision, compelling design, immersive
media, and cutting-edge technology intersect to bring imagination
to life. Falcon’s Beyond Destinations develops, owns, and operates
global entertainment destinations from resorts, theme parks,
attractions to retail, dining and location-based entertainment
venues where stories come to life and memories are made. Falcon’s
Beyond Brands expands franchises across multiple platforms from
media to gaming, music to consumer products and beyond. Falcon’s
also invents immersive rides, attractions and technologies for
entertainment destinations around the world.
FALCON’S BEYOND, KATMANDU, BEYONDLAND and its related trademarks
are owned by Falcon’s Beyond.
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 is listed on NYSE
under the ticker symbol “FZT.” For more information, visit
https://www.fastacqii.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 (File No: 333-269778) (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 as of the record date. 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 WITH
THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. Stockholders can obtain copies of the proxy
statement/prospectus, any amendments or supplements thereto, and
other documents filed with the SEC, without 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.
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 the
Registration Statement, which was filed with the SEC and is
available free of charge at the SEC’s website at www.sec.gov.
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,
which was filed with the SEC and is available free of charge at the
SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication 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 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 and
Pubco will be listed on Nasdaq and the Company’s ability to
capitalize on continued strong consumer and industry demand. 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 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; (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 Statement and FAST II's
Annual Report on Form 10-K for the year ended December 31, 2022
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 communication. 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 communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230915630227/en/
Investor Relations: Brett Milotte, ICR
FalconsBeyondIR@icrinc.com Media: Keil Decker, ICR
FalconsBeyondPR@icrinc.com
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