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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230310005399/en/
Investor Relations: Brett Milotte, ICR
FalconsBeyondIR@icrinc.com Media: Keil Decker, ICR
FalconsBeyondPR@icrinc.com Eric Becker, ICR
FalconsBeyondPR@icrinc.com
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