Item 4.02.
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Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
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In light of recent comment letters issued by the U.S.
Securities and Exchange Commission (the “SEC”), the management of FAST Acquisition Corp. (the “Company”) has re-evaluated
the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value
$0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the
“IPO”) on August 25, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’
equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”).
Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require
classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in
the Charter.
Therefore, on November 12, 2021, the Company’s
management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s
previously issued (i) audited balance sheet as of August 25, 2020 (the “Post-IPO Balance Sheet”), as previously revised in
the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 13,
2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited
interim financial statements included in the Form 10-Q for the quarterly period ended September 30, 2020 as previously revised in the
2020 Form 10-K/A No. 1, (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and (v) unaudited interim financial statements included
in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021
(collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer
be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in a Form 10-K/A for the Post
IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed
financial statements for the quarterly period ended September 30, 2020, and the unaudited condensed financial statements for the periods
ended March 31, 2021 and June 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021, to be filed with the SEC (the “Q3 Form 10-Q”).
The restatement does not have an impact on its cash
position and cash held in the trust account established in connection with the IPO (the “Trust Account”).
The Company’s management has concluded that in
light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting
and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect
to such material weakness will be described in more detail in the Q3 Form 10-Q.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact
of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the
Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results
to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.