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
Global Entertainment Enterprise Falcon’s
Beyond and Hong Kong-Based Cultural
Commerce Giant K11 Group Plan to Launch New Entertainment Franchises and
Attractions Across China
Joint Venture’s Debut Project Bolsters
Falcon’s Global Expansion into China and Provides K11
Group with Signature IP to Attract Audiences to its Popular Retailtainment
Location
Ocean Adventure-Themed Vquarium Attraction to
Debut at Hong Kong’s Iconic 11 SKIES in 2025
Orlando, FL and Hong Kong (September 7, 2023)
— Falcon’s Beyond (“Falcon’s” or the “Company”), a diversified global entertainment,
consumer experience, and technology enterprise that accelerates intellectual property (IP) activations concurrently across physical and
digital experiences, has announced its debut project as part of its joint venture with Raging Power Limited, an arm of K11 Group, the
Hong Kong-based cultural commerce giant. Through their joint venture, these two trailblazers in entertainment and retail, respectively,
are expected to collaborate to develop and launch new entertainment franchises and location-based entertainment (LBE) attractions across
China.
The new global alliance comes ahead of Falcon’s
planning to become a publicly listed company on Nasdaq, strengthens its position in the world’s second largest economic market,
and accelerates the Orlando-based company’s global expansion. The joint venture simultaneously solidifies K11 Group’s position as
one of the world’s foremost purveyors of retail entertainment experiences and provides them with co-ownership of attractive IP to
launch through LBEs and beyond, including entertainment and consumer products, across China.
“As a global giant who shares our mission
to develop state-of-the-art, game-changing consumer entertainment experiences, K11 Group is an ideal partner for Falcon’s as we
continue our international growth, particularly across Asia, by expanding popular franchises across the world,” said Cecil D. Magpuri,
CEO of Falcon’s Beyond. “Firmly established in the United States, Europe, and the Caribbean, we now have our sights set on
China, the world’s second largest consumer market, as we continue to grow our company and bring innovative consumer experiences
to people around the world.”
Falcon’s alliance with K11 Group bolsters
its strong track record in China and advances its investment in a global expansion through a larger presence in Asia, where it recently
opened a flagship office in the Philippines. Over the past two decades, Falcon’s has developed a variety of consumer entertainment
attractions, incorporating some of the world’s most iconic brands, for clients in Asia. Through its K11 Group joint venture, the
Company is -- for the first time -- creating immersive experiences built around new, proprietary IP it has developed.
The first new attraction experience being developed
by Falcon’s under the joint venture is the underwater adventure themed Vquarium™. Providing a science fiction-like
experience that is rooted entirely in the natural world, Vquarium will be a story-driven interactive adventure that explores oceans and
waterways around the globe in a wonder-filled narrative that offers intimate and empowering encounters with virtual sea life to entertain,
educate, and inspire. Vquarium will be introduced through an interactive attraction that allows visitors to simulate going on an immersive
undersea voyage. A multi-room, multi-level experience, the attraction will also provide creative food and beverage offerings, along with
retail components.
The first Vquarium immersive LBE is expected to
launch in 2025 at K11 Group’s heralded 11 SKIES retailtainment destination. This is the first collaboration between Falcon’s
and K11 Group, following Falcon’s nearly two decades of work in China. 11 SKIES is anticipated to be the largest retailtainment
landmark in Hong Kong, with a total gross floor area of 3.8M ft2 (353K m2), 800 shops including 120 dining concepts,
the largest indoor entertainment hub featuring 8 world class attractions, and 3 office towers providing professional services including
wealth management and medical services. Located between Hong Kong International Airport and Hong Kong-Zhuhai-Macao Bridge connecting to
the Greater Bay Area, the HK$20-billion project is expected to entice Hong Kong residents, visitors from across the rest of China and
travelers passing through the airport.
Following its debut at 11 SKIES, Vquarium is planned
to expand to nearly a dozen additional locations across China in the coming years. Falcon’s also expects to launch Vquarium in other
high-profile markets outside of Asia.
Under the joint venture, Falcon’s plans
to expand the Vquarium experience beyond LBEs, across all forms of entertainment, including media content, video games, and consumer products.
This IP expansion model is core to the company’s mission and purpose, to accelerate franchise activations concurrently across physical
and digital experiences. The growth of the Vquarium franchise follows Falcon’s acceleration of its first global franchise, Katmandu™,
which originated at Katmandu Park in Mallorca. Now, the company has opened a second park – Katmandu
Park | Punta Cana – in the Dominican Republic, and expanded the IP to consumer products and gaming, and is developing
an animated series.
Last year, Falcon’s Beyond announced plans
to become a publicly listed company through a definitive merger agreement with FAST Acquisition Corp. II (NYSE: FZT), a special purpose
acquisition company founded by Doug Jacob and headed by Sandy Beall (“FAST II”). Upon the closing of the transaction, the
new combined company will be named “Falcon’s Beyond Global, Inc.” and is expected to be listed on Nasdaq under the ticker
symbol “FBYD.” More information about the transaction can be found in the Investor Relations section of Falcon’s website.
About Falcon’s Beyond
Falcon’s Beyond is a diversified global entertainment, consumer
experience, and technology enterprise that is reimagining how we play, travel, shop, dine, relax and are entertained. Situated at the
intersection of technology and entertainment, Falcon’s accelerates intellectual property (IP) activations concurrently across physical
and digital experiences through three core business units: Falcon’s Creative Group, Falcon’s Beyond Destinations, and Falcon’s
Beyond Brands. Falcon’s Creative Group is one of the world’s leading master planners having planned more than $100 billion
worth of award-winning experiences. Falcon’s Beyond Destinations develops, owns, and operates resort hotels, theme parks, retail,
dining, and entertainment venues, including Falcon’s Resort by Meliá in Punta Cana and its award-winning Katmandu theme
parks. Falcon’s Beyond Brands develops and deploys both proprietary and partner IP across multiple platforms through animated and
live-action media content, gaming, music, and retail consumer products. The company is headquartered in Orlando, FL, USA. Learn more
at falconsbeyond.com.
FALCON’S BEYOND, VQUARIUM and KATMANDU and their
related trademarks are owned or licensed by Falcon’s Beyond. Other trademarks are owned by their respective owners.
About K11 Group
K11 Group was founded in 2008 by renowned entrepreneur
Adrian Cheng. The unique concept brand combines culture and commerce through all of its projects, sustaining an ecosystem that caters
to all walks of life with a growing portfolio of brands spanning sectors in Greater China and around the world.
A destination 10 years in the making, the flagship
K11 MUSEA is K11 Group’s most ambitious “cultural-retail” development and reinvigorates Hong Kong’s waterfront with Cheng’s
vision to create a “Silicon Valley of Culture”, to encourage a deeper look at the interconnectivity between creativity, culture
and innovation.
11 SKIES is an upcoming mega project that will
create a new landmark in Hong Kong’s Retail, Dining and Entertainment (RDE) industries, as well as in wealth management and wellness services.
Set to be the most comprehensive retail and business hub in the Greater Bay Area, 11 SKIES redefines the traveller and consumer experience
across a 3.8 million sq ft gross floor area in SKYCITY, strategically located near Hong Kong International Airport and the Hong Kong-Zhuhai-Macao
Bridge.
In addition to its K11 Art Malls, K11 Group operates
K11 ATELIER as a network of office buildings for the next-generation workforce, alongside K11 ARTUS’s luxury residences for worldly travellers,
and K11 Select, which is a “cultural sandbox” for the modern generation, and marked K11 Group’s entry into the asset-light management
market. To cultivate cultural richness through its operational goals, the group also proudly runs the Hong Kong non-profit K11 Art Foundation
to incubate Chinese artists and curators, and the K11 Craft & Guild Foundation to preserve traditional Chinese crafts and bring them
into the future. The group also manages and drives K11 KULTURE ACADEMY as an open education platform and K11 Future Taskforce, a consulting
and market research institution.
K11 Group is based in Hong Kong SAR with operations
in Greater China and investments in Europe and the US. Through K11 Group, Cheng’s aim is to enrich the daily lives of next-generation
consumers and create a new global identity for Chinese millennials, as well as cultivate opportunities for communities to thrive, connect,
work and shop. K11 is expected to attain a footprint of 39 projects with a total GFA of 2,906,000 sq m in eleven major cities across Greater
China.
www.k11.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.
Investors and security holders can obtain free copies of the 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.
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 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, which was filed with the SEC and is available free of charge at the SEC’s
website 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 and Pubco will be listed on Nasdaq, expansion plans for Vquarium, and anticipated
timing of and benefits associated with the opening of the 11 SKIES destination. 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; (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 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 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.
Contacts:
Media:
DKC Public Relations
Falcons@dkcnews.com
Investor Relations:
Brett Milotte, ICR
FalconsBeyondIR@icrinc.com
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