RIDGEFIELD, Conn.–(BUSINESS WIRE)–FAST Acquisition Corp. II (“FAST II” or the “Company”) (NYSE: FZT), a publicly traded special purchase acquisition company, announced today that it filed with the state of Delaware an amendment to its charter to extend the date by which the Company must consummate an initial business combination from March 18, 2023 to June 18, 2023, and to allow the Company, without another stockholder vote, by resolution of the Company’s board, to elect to further extend this date in one-month increments, up to four additional times, for a total potential extension of up to seven months (the “Extension”).
The Extension was approved at a special meeting of stockholders held on March 3, 2023 and provides FAST II with additional time to complete its previously announced proposed business combination (the “Proposed Business Combination”) with Falcon’s Beyond Global LLC (“Falcon’s Beyond”), a leading fully integrated global entertainment development company specializing in intellectual property (IP) creation and expansion.
Doug Jacob, Founder of FAST II, commented, “We are pleased to move forward with the Falcon’s Beyond team who continue to prove to be great partners and have built a compelling business that we believe is poised to capitalize on its portfolio of brick-and-mortar assets, intellectual property and best-in-class design services.”
In connection with the Extension, 15,098,178 shares of the Company’s issued and outstanding Class A common stock were redeemed for cash at a redemption price of approximately $10.1498 per share, for an aggregate redemption amount of approximately $153.24 million. In connection with the initial extension of the date by which the Company must consummate a business combination to June 18, 2023, the Company caused $750,000, or approximately $0.1051 per share of the Company’s Class A common stock outstanding after giving effect to the redemptions, to be deposited in the Company’s trust account. Following the redemptions and deposit of additional funds in the trust account, 7,135,509 shares of the Company’s Class A common stock remain outstanding and approximately $73.17 million remains in Company’s trust account.
In connection with the Business Combination, Falcon’s Beyond Global, Inc. (“Pubco”) 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 Pubco’s page on www.sec.gov. The Proposed Business Combination is expected to close in 2023, subject to approval by FAST II’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. For further information about the Proposed Business Combination and about FAST II and Falcon’s Beyond, please visit the FAST II investor relations website at https://www.fastacqii.com/.
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 completed 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. Falcon’s Beyond 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. Falcon’s Beyond 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, Pubco has filed with 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.
Falcon’s Beyond 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. Additional information regarding the interests of such participants will be included 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 close and the ability of Falcon’s Beyond to capitalize on its portfolio of brick-and-mortar assets, intellectual property and design services. These statements are based on various assumptions and on the current expectations of Falcon’s Beyond, 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 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.
Brett Milotte, ICR
Keil Decker, ICR
Eric Becker, ICR