Amended Statement of Ownership (sc 13g/a)
15 February 2022 - 9:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)
Fast
Acquisition Corp.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
311875108
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule
13d-1(b)
|
☒
|
Rule
13d-1(c)
|
☐
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 311875108
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1.
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Names of Reporting Persons
Alexander Mitchell
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole
Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 311875108
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1.
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Names of Reporting Persons
Scopus Capital, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 311875108
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1.
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Names of Reporting Persons
Scopus Asset Management, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
|
Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 311875108
|
1.
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Names of Reporting Persons
Scopus Advisors, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
|
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|
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4.
|
Citizenship or Place of Organization
Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
|
|
|
6.
|
Shared Voting Power
0
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7.
|
Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 311875108
|
1.
|
Names of Reporting Persons
Scopus
Partners, L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
Delaware
|
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
|
|
|
6.
|
Shared Voting Power
0
|
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7.
|
Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP
No. 311875108
|
1.
|
Names
of Reporting Persons
Scopus Partners II,
L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
|
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4.
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Citizenship
or Place of Organization
Delaware
|
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
|
6.
|
Shared
Voting Power
0
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
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8.
|
Shared
Dispositive Power
0
|
|
|
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
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|
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12.
|
Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 311875108
|
1.
|
Names
of Reporting Persons
Scopus Vista Partners,
L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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|
(a)
|
☐
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(b)
|
☒
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3.
|
SEC
Use Only
|
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|
|
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4.
|
Citizenship
or Place of Organization
Delaware
|
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
|
6.
|
Shared
Voting Power
0
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
0
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No. 311875108
|
1.
|
Names
of Reporting Persons
Scopus Fund Ltd.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
☐
|
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|
(b)
|
☒
|
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3.
|
SEC
Use Only
|
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4.
|
Citizenship
or Place of Organization
British
Virgin Islands
|
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
|
6.
|
Shared
Voting Power
0
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
0
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No. 311875108
|
1.
|
Names
of Reporting Persons
Scopus Vista Fund
Ltd.
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
☐
|
|
|
(b)
|
☒
|
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
British
Virgin Islands
|
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
|
6.
|
Shared
Voting Power
0
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
0
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No. 311875108
|
(a)
|
Name of Issuer:
Fast Acquisition Corp. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
109 Old Branchville Road
Ridgefield, CT 06877
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(a)
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Name
of Person Filing:
This
statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (“SCI”); Scopus Asset Management, L.P. (“SAMLP”);
Scopus Advisors, LLC (“SALLC”); Scopus Partners, L.P. (“SPLP”); Scopus Partners II, L.P. (“SPIILP”);
Scopus Vista Partners, L.P. (“SVPLP”); Scopus Fund Ltd. (“SFL”); and Scopus Vista Fund Ltd. (“SVFL,”
and together with Mr. Mitchell, SCI, SAMLP, SALLC, SPLP, SPIILP, SVPLP and SFL, the “Reporting Persons”).
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(b)
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Address
of Principal Business Office or, if none, Residence:
For
each Reporting Person:
c/o
Scopus Asset Management, L.P.
717
Fifth Ave., 21st Floor
New
York, New York 10022
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(c)
|
Citizenship:
For
each Reporting Person other than Mr. Mitchell, SFL and SVFL, Delaware.
For
Mr. Mitchell, United States of America
For SFL and SVFL, British
Virgin Islands.
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(d)
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Title
of Class of Securities:
Class
A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)
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(e)
|
CUSIP
Number:
311875108
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Statement.
CUSIP
No. 311875108
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [x].
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
Not
applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Not
applicable.
Item
8.
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Identification
and Classification of Members of the Group
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP
No. 311875108
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated
February 14, 2022
alexANDER
mitchell
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SCOPUS CAPITAL, INC.
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/s/
Daniel Fried, attorney-in-fact
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By:
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/s/
Daniel Fried
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Name:
|
Daniel
Fried
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Title:
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Attorney-in-Fact
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SCOPUS ASSET MANAGEMENT, L.P.
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SCOPUS advisors, LLC
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By: Scopus Capital, Inc., its General Partner
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By:
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/s/
Daniel Fried
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By:
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/s/
Daniel Fried
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Name:
|
Daniel
Fried
|
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Name:
|
Daniel
Fried
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Title:
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Attorney-in-Fact
|
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Title:
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Attorney-in-Fact
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SCOPUS VISTA PARTNERS, L.P.
|
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By:
Scopus Advisors, LLC, its General Partner
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By:
|
/s/
Daniel Fried
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Name:
|
Daniel
Fried
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Title:
|
Attorney-in-Fact
|
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SCOPUS
PARTNERS, L.P.
|
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By:
Scopus Advisors, LLC, its General Partner
|
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By:
|
/s/
Daniel Fried
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Name:
|
Daniel
Fried
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Title:
|
Attorney-in-Fact
|
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SCOPUS
PARTNERS II, L.P.
|
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By:
Scopus Advisors, LLC, its General Partner
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By:
|
/s/
Daniel Fried
|
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Name:
|
Daniel
Fried
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Title:
|
Attorney-in-Fact
|
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SCOPUS
Fund ltd.
|
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|
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By:
|
/s/
Daniel Fried
|
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Name:
|
Daniel
Fried
|
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Title:
|
Attorney-in-Fact
|
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SCOPUS
vista fund ltd.
|
|
|
|
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By:
|
/s/
Daniel Fried
|
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Name:
|
Daniel
Fried
|
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Title:
|
Attorney-in-Fact
|
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CUSIP
No. 311875108
JOINT
FILING AGREEMENT
The
persons below hereby agree that the Schedule 13GA to which this agreement is attached as an exhibit, as well as all future amendments
to such Schedule 13GA, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934.
Dated February 14, 2022
alexANDER
mitchell
|
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SCOPUS CAPITAL, INC.
|
|
|
|
/s/
Daniel Fried, attorney-in-fact
|
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By:
|
/s/
Daniel Fried
|
|
|
Name:
|
Daniel
Fried
|
|
|
Title:
|
Attorney-in-Fact
|
SCOPUS ASSET MANAGEMENT, L.P.
|
|
SCOPUS advisors, LLC
|
By: Scopus Capital, Inc., its General Partner
|
|
|
|
|
|
|
|
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By:
|
/s/
Daniel Fried
|
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By:
|
/s/
Daniel Fried
|
Name:
|
Daniel
Fried
|
|
Name:
|
Daniel
Fried
|
Title:
|
Attorney-in-Fact
|
|
Title:
|
Attorney-in-Fact
|
SCOPUS PARTNERS, L.P.
|
|
By:
Scopus Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Daniel Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
|
SCOPUS
PARTNERS II, L.P.
|
|
By:
Scopus Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Daniel Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
SCOPUS
Vista partners, L.P.
|
|
By:
Scopus Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Daniel Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
|
SCOPUS
Fund ltd.
|
|
|
|
|
By:
|
/s/
Daniel Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
SCOPUS
vista fund ltd.
|
|
|
|
|
By:
|
/s/
Daniel Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
|
LIMITED
POWER OF ATTORNEY FOR
SECTION
13(d) REPORTING PURPOSES
Know
all by these presents, that the undersigned hereby makes, constitutes and appoints Daniel Fried, acting individually, as the undersigned’s
true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1)
execute for, and on behalf of, the undersigned, in the undersigned’s capacity as a previous beneficial owner of Twin Ridge
Capital Acquisition Corp. (the “Company”), Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”);
(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute
any such Schedule 13D or Schedule 13G, and any amendments or joint filing agreements thereto, and timely file such Schedule 13D or Schedule
13G or reports with the United States Securities and Exchange Commission; and
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.
The
undersigned hereby gives and grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
The
undersigned hereby acknowledges that (a) the foregoing attorney-in-fact is serving in such capacity at the request of the undersigned;
(b) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided
to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and
disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact
assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any
liability of the undersigned for any failure to comply with such requirements; and (e) this Limited Power of Attorney does not relieve
the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 13(d) of the Exchange Act.
This
Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule
13G with respect to the undersigned’s holdings of securities issued by the Company, unless earlier revoked as to the attorney-in-fact
by the undersigned in a signed writing delivered to such attorney-in-fact.
CUSIP
No. 311875108
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2022.
alexANDER
mitchell
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SCOPUS CAPITAL, INC.
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/s/
Alexander Mitchell
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By:
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/s/
Alexander Mitchell
|
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Name:
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Alexander
Mitchell
|
|
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Title:
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Sole
Shareholder
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SCOPUS ASSET MANAGEMENT, L.P.
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SCOPUS ADVISORS, LLC
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By: Scopus Capital, Inc., its General Partner
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|
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By:
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/s/
Alexander Mitchell
|
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By:
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/s/
Alexander Mitchell
|
Name:
|
Alexander
Mitchell
|
|
Name:
|
Alexander
Mitchell
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Title:
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Sole
Shareholder
|
|
Title:
|
Sole
Member
|
SCOPUS VISTA PARTNERS, L.P.
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By: Scopus Advisors, LLC, its General Partner
|
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By:
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/s/
Alexander Mitchell
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Name:
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Alexander
Mitchell
|
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Title:
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Sole
Member
|
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SCOPUS
PARTNERS, L.P.
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By:
Scopus Advisors, LLC, its General Partner
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|
|
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By:
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/s/
Alexander Mitchell
|
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Name:
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Alexander
Mitchell
|
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Title:
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Sole Member
|
|
|
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SCOPUS
PARTNERS II, L.P.
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By:
Scopus Advisors, LLC, its General Partner
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|
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By:
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/s/
Alexander Mitchell
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Name:
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Alexander
Mitchell
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Title:
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Sole Member
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SCOPUS
Fund ltd.
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By:
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/s/
Alexander Mitchell
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Name:
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Alexander
Mitchell
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Title:
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Managing Member
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|
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SCOPUS
vista fund ltd.
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|
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By:
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/s/
Alexander Mitchell
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Name:
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Alexander
Mitchell
|
|
Title:
|
Managing
Member
|
|
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