Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Agreement and Plan of Merger

As previously reported in the Current Report on Form 8-K filed by FAST Acquisition Corp. II, a Delaware corporation ("SPAC"), with the Securities and Exchange Commission (the "SEC") on July 12, 2022 (the "Original 8-K"), SPAC, Falcon's Beyond Global, LLC, a Florida limited liability company (the "Company"), Falcon's Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company which was formerly known as Palm Holdco, Inc. ("Pubco"), and Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco ("Merger Sub"), entered into an Agreement and Plan of Merger on July 11, 2022 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated September 13, 2022 as previously disclosed in the Current Report on Form 8-K filed by SPAC with the SEC on September 16, 2022, the "Original Merger Agreement"). Capitalized terms in this Item 1.01 not otherwise defined have the meanings ascribed to such terms in the Original 8-K.

On January 31, 2023, SPAC, the Company, Pubco and Merger Sub entered into that certain Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement"), which amended and restated the Original Merger Agreement in its entirety to, among other things, provide for the following:

? Changes to Acquisition Merger Consideration: The number of shares of Pubco

Class B Common Stock and New Company Units to be issued in exchange for current

Company Units (excluding Company Financing Units) in the Acquisition Merger has

been reduced from 88,653,263 to 48,587,077.

? EBITDA and Revenue Earnouts: In addition to the 40 million Seller Earnout

Shares earned based on the Pubco Common Share Price provided for in the

Original Merger Agreement, the holders of Company Units immediately before the

Closing (other than the holders of Company Financing Units in their capacity as

holders of Company Financing Units) will now be entitled to receive a pro rata

portion of a total of up to 40 million additional Seller Earnout Shares based

on Pubco's achievement of specified EBITDA and revenue targets in 2023 and

2024. Up to 2% of the 80 million Seller Earnout Shares will be allocated to

each of FAST Sponsor II LLC, a Delaware limited liability company (the

"Sponsor"), and Jefferies LLC if they are earned.

? Changes to Sponsor Consideration:

? 80% of the founder shares held by the Sponsor are now subject to forfeiture pro

rata based on the amount of funds available at the Acquisition Merger Closing

that are primarily sourced by SPAC and the Sponsor (including funds in the

Trust Account after redemptions) (the "SPAC Capital Received"), measured

against a target amount of $222,336,870; provided the Sponsor will retain a

minimum of 1,250,000 founder shares. The Sponsor will continue to forfeit the

remaining 20% of its founder shares, but will now have the opportunity to earn

them back (as well as any shares forfeited based on SPAC Capital Received)

based on achievement of the Pubco Common Share Price, Pubco revenue and Pubco


   EBITDA earnout targets.




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? The Sponsor further agreed to forfeit 50% of its private placement warrants if

SPAC Capital Received is less than $50 million and to amend the Warrant

Agreement to provide that its private placement warrants are redeemable

(subject to the concurrent redemption of other warrants) at a redemption price

of $0.01 per warrant if the Reference Value (as defined below) is at least $18

per share (the "Warrant Agreement Amendment"). "Reference Value" means the last

reported sales price of the shares of SPAC Class A Common Stock for any twenty

(20) trading days within the thirty (30) trading-day period ending on the third

trading day prior to the date on which notice of the redemption is given.

? Extension: SPAC agreed to take certain actions to extend the date by which it

has to complete a business combination to October 18, 2023 (the "Extension").

Infinite Acquisitions LLLP, a majority equity holder of the Company

("Infinite"), agreed to fund up to $2,000,000 of expenses related to the

Extension pursuant to a promissory note, described in more detail below.

? Termination: The Termination Date was extended from April 11, 2023 to September

30, 2023. SPAC's termination right if the Company fails to deliver its audited

financial statements by a specified date was eliminated. Termination rights in

favor of SPAC were added in the case where Infinite defaults under the

Promissory Note or if the Company enters into certain specified interim

financing arrangements (the "Interim Financing Termination"). Mutual

termination rights were added in the case where, following a cure period, SPAC

is not listed on an approved exchange or is in default of the listing

requirements of the exchange it is listed on (the "Delisting Termination") or

if the closing condition related to the listing of Pubco shares on an approved

exchange is not satisfied following the satisfaction of all other closing

conditions (the "Pubco Listing Termination").

? Termination Fee: SPAC will be entitled to a termination fee of $12,500,000

(minus 50% of any amounts funded by Infinite under the Promissory Note) at the

time of termination if the A&R Merger Agreement is terminated for any reason

specified in the Merger Agreement other than: (i) mutual agreement of the

Company and SPAC; (ii) SPAC's breach of the Merger Agreement in a manner that

causes the failure of a condition to Closing under the Merger Agreement (when . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein. SPAC may not prepay any outstanding principal balance under the Promissory Note in whole or in part at any time without the advance written consent of Infinite, which may be withheld by Infinite for any reason or for no reason.

Item 3.02. Unregistered Sales of Equity Securities.

The information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The issuance of the Promissory Note was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Important Information About the Mergers and Where to Find It

In connection with the transactions contemplated by the A&R Merger Agreement (the "Mergers"), Pubco intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement") containing a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of SPAC's common stock in connection with SPAC's solicitation of proxies for the vote by SPAC's stockholders with respect to the Mergers and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Pubco to be issued in connection with the Mergers. SPAC's stockholders and other interested persons are advised to read carefully and in their entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement (including any amendments or supplements thereto) and the definitive proxy statement/prospectus, as well as other documents filed with the SEC, as these materials will contain important information about the parties to the A&R Merger Agreement, SPAC and the Mergers. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of SPAC as of a record date to be established for voting on the Mergers and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC's web site at sec.gov, or by directing a request to: FAST Acquisition Corp. II, 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Chief Financial Officer, (201) 956-1969.





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Participants in the Solicitation

SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from SPAC's stockholders with respect to the Mergers. A list of the names of those directors and executive officers and a description of their interests in SPAC is contained in SPAC's registration statement on Form S-1 (as amended to date), which was initially filed with the SEC on July 26, 2021, and is available free of charge at the SEC's web site at sec.gov, or by directing a request to FAST Acquisition Corp. II, 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Chief Financial Officer, (201) 956-1969. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

The Company and its managers and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SPAC in connection with the Mergers. A list of the names of such directors and executive officers and information regarding their interests in the Mergers will be contained in the Registration Statement when available.

Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. SPAC's and the Company's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results, including factors that are outside of SPAC's and the Company's control and that are difficult to predict. Factors that may cause such differences include, but are not limited to: (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 SPAC, the Company or Pubco following the announcement of the A&R Merger Agreement and the transactions contemplated therein, (3) the inability of the parties to successfully or timely consummate the Mergers or the other transactions contemplated by the A&R Merger Agreement, including the risk that any regulatory approvals or the SEC's declaration of the effectiveness of the proxy statement/prospectus relating to the transaction are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Pubco or the expected benefits of the transactions contemplated by the A&R Merger Agreement or that the approval of the requisite equity holders of SPAC is not obtained; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the A&R Merger Agreement, (5) volatility in the price of SPAC's or Pubco's securities, (6) the risk that the Mergers or the other transactions contemplated by the A&R Merger Agreement disrupt current plans and operations as a result of the announcement and consummation thereof, (7) the enforceability of the Company'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 Mergers or the other transactions contemplated by the A&R Merger Agreement, (9) risks relating to the uncertainty of the projected financial information with respect to the Company, (10) risks related to the rollout of the Company's business and the timing of expected business milestones, (11) the effects of competition on the Company's business, (12) the risk that the Mergers or the other transactions contemplated by the A&R Merger Agreement may not be completed by SPAC's deadline and the potential failure to obtain an extension of its business combination deadline if sought by SPAC, (13) the amount of redemption requests made by stockholders of SPAC, (14) the ability of SPAC, the Company or Pubco to issue equity or equity-linked securities or obtain debt financing in connection with the Mergers or the other transactions contemplated by the A&R Merger Agreement or in the future, (15) and those factors discussed in SPAC's final prospectus dated March 15, 2021 under the heading "Risk Factors," and other documents SPAC has filed, or will file, with the SEC.

SPAC cautions that the foregoing list of factors is not exhaustive. Although SPAC believes the expectations reflected in these forward-looking statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward-looking statements or projections will be achieved. There may be . . .

Item 7.01. Regulation FD Disclosure.

On February 3, 2023, SPAC and the Company issued a press release announcing the execution of the A&R Merger Agreement and other matters relating to the Mergers. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Attached as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation dated February 3, 2023, which will be used by SPAC with respect to the transaction.

The information in this Item 7.01, including Exhibits 99.1 and 99.2 are 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 SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
2.1*        Amended and Restated Agreement and Plan of Merger, dated January 31,
          2023, by and among FAST Acquisition Corp. II, a Delaware corporation,
          Falcon's Beyond Global, LLC, a Florida limited liability company,
          Falcon's Beyond Global, Inc., a Delaware corporation, and Palm Merger
          Sub, LLC, a Delaware limited liability company.
10.1        Amended and Restated Sponsor Support Agreement, dated January 31,
          2023, by and among FAST Sponsor II LLC, a Delaware limited company, FAST
          Acquisition Corp. II, a Delaware corporation, Falcon's Beyond Global,
          LLC, a Florida limited liability company, and Falcon's Beyond Global,
          Inc., a Delaware corporation.
10.2*       Amended and Restated Company Member Support Agreement, dated January
          31, 2023, by and among FAST Acquisition Corp. II, a Delaware
          corporation, Falcon's Beyond Global, Inc., a Delaware corporation,
          Falcon's Beyond Global, LLC, a Florida limited liability company,
          Infinite Acquisitions, LLLP, a Nevada limited liability partnership,
          Katmandu Ventures, LLC, and CilMar Ventures, LLC Series A, a protected
          series of CilMar Ventures, LLC, a Delaware series limited liability
          company.
10.3        Amended and Restated Sponsor Lockup Agreement, dated January 31, 2023,
          by and among FAST Acquisition Corp. II, a Delaware corporation, Falcon's
          Beyond Global, LLC, a Florida limited liability company, Falcon's Beyond
          Global, Inc., a Delaware corporation, and Palm Merger Sub, LLC, a
          Delaware limited liability company.
10.4        Promissory Note, dated January 31, 2023, by and between FAST
          Acquisition Corp. II, a Delaware corporation, and Infinite Acquisitions
          LLLP, a Nevada limited liability limited partnership.
99.1        Press release, dated February 3, 2023.
99.2        Investor Presentation, dated February 3, 2023
104       Cover Page Interactive Data File (embedded with the Inline XBRL
          document)

* Certain of the exhibits and schedules to this exhibit have been omitted in

accordance with Regulation S-K Item 601(a)(5). SPAC agrees to furnish a copy of

all omitted exhibits and schedules to the SEC upon its request.






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