Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On
? An amendment to change the date by which the Company must consummate a business
combination from
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 (the "Extension Amendment");
? An amendment to provide for the right of a holder of Class B common stock of
the Company to convert into Class A common stock on a one-for-one basis prior
to the closing of a business combination at the election of the holder (the
"Founder Share Amendment"); and
? An amendment to remove the limitation that the Company shall not consummate a
business combination if it would cause the Company's net tangible assets to be
less than
public shares that would cause the Company's net tangible assets to be less
than
The Company's stockholders approved the Extension Amendment, Founder Share
Amendment and Redemption Limitation Amendment at a special meeting of
stockholders of the Company on
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of
Item 8.01. Other Events. Redemption of Public Shares
In connection with the Extension Amendment, 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
Trust Account Deposit
Also in connection with approval of the Extension Amendment and the extension of
the date by which the Company must consummate a business combination to
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 First Amendment to Amended and Restated Certificate of Incorporation ofFAST Acquisition Corp. II (Extension Amendment) 3.2 Second Amendment to Amended and Restated Certificate of Incorporation ofFAST Acquisition Corp. II (Founder Share Amendment) 3.3 Third Amendment to Amended and Restated Certificate of Incorporation ofFAST Acquisition Corp. II (Redemption Limitation Amendment) 99.1 Press Release, datedMarch 10, 2023 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 1
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