Form 8-K - Current report
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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):
September 26, 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 5.07. Submission of Matters to a Vote
of Security Holders.
On September 26, 2023, FAST Acquisition Corp.
II, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) in
virtual format. At the Special Meeting, a total of 10,363,268 (or 81.64%) of the Company’s issued and outstanding shares of Class
A common stock and Class B common stock held of record as of August 21, 2023, the record date for the Special Meeting, were present or
represented by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting,
each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal – Proposal to
approve the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023, as amended by the First Amendment, dated
as of June 25, 2023, the Second Amendment, dated as of July 7, 2023, and the Third Amendment, dated as of September 1, 2023 (as it may
be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”),
by and among the Company, Falcon’s Beyond Global, LLC, a Florida limited liability company (“FBG”), Falcon’s
Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of FBG (“Pubco”), and Palm Merger Sub, LLC, a Delaware
limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and the transactions contemplated by the
Merger Agreement, pursuant to which (a) the Company will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving
as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction
expenses) to Merger Sub to effectuate the “UP-C” structure; and (b) on the date immediately following the SPAC Merger, Merger
Sub will merge with and into FBG (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”),
with FBG as the surviving entity of such merger: |
For |
|
Against |
|
Abstained |
9,733,996 |
|
629,272 |
|
0 |
| 2. | The Pubco Organizational Documents Advisory Proposals
– The following proposals to approve the material differences between the Company’s certificate of incorporation and bylaws
and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger, each of which was
voted on separately on a non-binding advisory basis: |
| A. | Authorized Capital Stock – Proposal to approve authorized capital stock of Pubco of 500,000,000
shares of Pubco’s Class A common stock, par value $0.0001 per share (“Pubco Class A Common Stock”), 150,000,000 shares
of Pubco’s Class B common stock, par value $0.0001 per share (“Pubco Class B Common Stock”), and 30,000,000 shares of
preferred stock: |
For |
|
Against |
|
Abstained |
8,896,994 |
|
1,466,274 |
|
0 |
| B. | Removal of Directors – Proposal to approve a provision that any or all of the directors of
Pubco may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 66 2/3% of the voting
power of all then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together
as a single class: |
For |
|
Against |
|
Abstained |
8,896,995 |
|
1,466,273 |
|
0 |
| C. | DGCL 203 Opt Out and Replacement – Proposal to approve a provision that Pubco will not be
governed by Section 203 of the Delaware General Corporation Law, and instead, include a provision that is substantially similar to Section
203, but excludes certain parties from the definition of “interested stockholder”: |
For |
|
Against |
|
Abstained |
8,896,994 |
|
1,466,274 |
|
0 |
| D. | Stockholder Action by Written Consent – Proposal to approve a provision that any action required
or permitted to be taken by the stockholders of Pubco must be effected by a duly called annual or special meeting of such stockholders
and may not be effected by written consent of the stockholders, provided that for so long as holders of Pubco Class B Common Stock own
a majority of the total voting power of stock entitled to vote generally in the election of directors, any action required or permitted
to be taken by stockholders may be taken by written consent in lieu of a meeting: |
For |
|
Against |
|
Abstained |
8,886,995 |
|
1,466,273 |
|
10,000 |
| E. | Special Meetings of Stockholders – Proposal to approve a provision that special meetings
of Pubco stockholders may be called only by or at the direction of Pubco’s board of directors (the “Pubco Board”), the
chairperson of the Pubco Board or the Chief Executive Officer of Pubco and may not be called by any stockholder, provided that for so
long as the holders of Pubco Class B Common Stock own a majority of the total voting power of stock entitled to vote generally in the
election of directors, special meetings may be called by or at the request of stockholders collectively holding a majority of the total
voting power of stock entitled to vote generally in the election of directors: |
For |
|
Against |
|
Abstained |
8,886,994 |
|
1,466,274 |
|
10,000 |
| F. | Amendment of the Charter – Proposal to approve a provision that amendment of the certificate
of incorporation of Pubco following the closing of the Business Combination generally requires the approval of the Pubco Board and a majority
of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of
certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of the then-outstanding shares
of stock of Pubco entitled to vote thereon, voting as a single class; |
For |
|
Against |
|
Abstained |
9,733,996 |
|
629,272 |
|
0 |
| G. | Amendment of the Bylaws – Proposal to approve a provision expressly authorizing the Pubco
Board to make, alter, amend or repeal the bylaws of Pubco (the “Pubco Bylaws”) by an affirmative vote of a majority of the
Pubco Board. The Pubco Bylaws may also be adopted, amended, altered or repealed by the Pubco stockholders representing at least 66 2/3%
of the voting power of all of the then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors: |
For |
|
Against |
|
Abstained |
9,733,995 |
|
629,273 |
|
0 |
| H. | Provisions Related to Status as Blank Check Company – Proposal to approve the exclusion of
certain provisions applicable only to blank check companies: |
For |
|
Against |
|
Abstained |
9,732,996 |
|
629,272 |
|
1,000 |
As there were sufficient votes to approve the
Business Combination Proposal, the “Adjournment Proposal” described in the Company’s definitive proxy statement filed
with the U.S. Securities and Exchange Commission on September 15, 2023 was not required and the Company did not call the vote on that
proposal.
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: September 26, 2023
3
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Sep. 26, 2023 |
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Document Period End Date |
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Entity File Number |
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|
Entity Registrant Name |
FAST Acquisition Corp. II
|
Entity Central Index Key |
0001839824
|
Entity Tax Identification Number |
86-1258014
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
109 Old Branchville Road
|
Entity Address, City or Town |
Ridgefield
|
Entity Address, State or Province |
CT
|
Entity Address, Postal Zip Code |
06877
|
City Area Code |
201
|
Local Phone Number |
956-1969
|
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Trading Symbol |
FZT.U
|
Security Exchange Name |
NYSE
|
Class A common stock, par value $0.0001 per share |
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Title of 12(b) Security |
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FZT
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Security Exchange Name |
NYSE
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